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Board of Directors

Board of Directors Committees of Directors

Audit Committee
Mr. Anand G. Mahindra - Chairman
 Mr. Anupam Puri - Chairman
Mr. Vineet Nayyar - Vice Chairman, Managing Director & CEO  Mr. Clive Goodwin
Hon. Akash Paul  Mr. Paul Zuckerman
 Dr. Raj Reddy
Mr. Al-Noor Ramji
 Mr. M. Damodaran (w.e.f. 22nd July 2008)
Mr. Anupam Puri  Mr. Ulhas N. Yargop (w.e.f. 21st October 2008)

Mr. Arun Seth

Compensation Committee
Mr. Bharat N. Doshi  Hon. Akash Paul - Chairman
 Mr. Arun Seth
Mr. Clive Goodwin
 Mr. Ulhas N. Yargop
Mr. Paul Zuckerman  Mr. Anupam Puri (w.e.f. 19th May 2008)
Dr. Raj Reddy  Mr. Paul Zuckerman (w.e.f. 19th May 2008)

Mr. Ulhas N. Yargop Investor Grievances-cum-Share Transfer Committee

Mr. M. Damodaran  Mr. Ulhas N. Yargop - Chairman
(Additional Director w.e.f. 22nd July 2008)  Mr. Clive Goodwin
 Mr. Vineet Nayyar
Mr. B. H. Wani
(Additional Director w.e.f. 30th March 2009)
Executive Committee
Mr. Ravindra Kulkarni  Mr. Vineet Nayyar - Chairman
(Additional Director w.e.f. 30th March 2009)  Mr. Clive Goodwin
Mr. Paul Ringham  Mr. Ulhas N. Yargop
(Alternate Director to Mr. Clive Goodwin)
Securities Allotment Committee
 Mr. Vineet Nayyar - Chairman
Assistant Company Secretary & Compliance Officer  Mr. Clive Goodwin
Mr. Vikrant C. Gandhe  Mr. Ulhas N. Yargop

Registered Office Bankers

Gateway Building, IDBI Bank
Apollo Bunder, HSBC Bank
Mumbai – 400 001 State Bank of India
Kotak Mahindra Bank
Punjab National Bank
Corporate Office
Sharada Centre,
Off. Karve Road, Auditors
Erandawane, Deloitte, Haskins & Sells
Pune - 411 004 Chartered Accountants
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Table of Contents

Directors’ Report 5

Management Discussion and Analysis 13

Corporate Governance Report 21

Financial Statements 35

Consolidated Financial Statements 77

Statement pursuant to exemption under Section 212(8) 113

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Vice Chairman’s Message
Vineet Nayyar
Vice Chairman,
Managing Director & CEO
The year 2008-09 will possibly be known as a year in which
long standing beliefs were broken and business strategies
were put to test. In the widespread slowdown globally,
most business were impacted and some of them no longer
exist. I am happy to say that Tech Mahindra has been able
to turn in a reasonable showing inspite of the economic
events and has emerged out of this as a strong, resilient
company.
This year saw us make good progress along our defined
growth path. We consolidated our leadership position in
telecom outsourcing in the Indian IT space. Our service
offerings continued to find traction in the marketplace. We
achieved this through a constant focus on customers and
their evolving need for innovative solutions to their
business problems. Our understanding of their business
has helped us assist our customers in their goals of faster
time to market and improved efficiency. These solutions
have been built by us on a bedrock of engineering
excellence and a keen understanding of the business
processes.
We continued to make investments towards better
integration of technology, applications, operations and
business processes in our solutions. These are targeted
towards the growing customer need for a partner who
can take end to end ownership of complex integrated
business processes. Our ability to integrate our various
service lines in applications, BPO and infrastructure
management is emerging as a differentiated offering.
A key event which has impacted our financial performance
adversely this year has been currency volatility. The
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appreciation of the US Dollar against the British Pound
has put significant pressure on our reported numbers.
However, in constant currency terms, we have had good
growth in all the markets we serve. This growth has come
across the spectrum of developed and emerging markets.
We see greater demand going forward for greenfield
implementation in emerging markets. The market for
transformation and next generation rollouts has been
affected due to the slowdown, however we see it reviving
as the economy revives.
Post our financial year end, we have acquired a major stake
in Satyam Computer Services Limited, through a
competitive process run by the government appointed
Board of Satyam. With this acquisition, Tech Mahindra is
well positioned to be a leader in the broader IT services
space, serving a wide array of industry verticals like
banking and financial services, manufacturing, energy and
utilities in addition to telecom.
As we enter the next year, I want to thank all of our
employees for their efforts in making Tech Mahindra a
market leader in its space. Our customers who have
supported us in this tough business environment are true
partners in our journey towards achieving our long term
goals. Lastly I want to thank our shareholders for their
support and cooperation.
Sincerely,
Vineet Nayyar
Vice Chairman, Managing Director & CEO
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CONSOLIDATED FINANCIAL PERFORMANCE HIGHLIGHTS

Particulars FY0405 FY0506 FY0607 FY0708 FY0809
Rs. Mn US$Mn Rs. Mn US$Mn Rs. Mn US$Mn Rs. Mn US$ Mn Rs. Mn US$ Mn
Revenue 9,456 210.4 12,399 280.1 29,290 648.0 37,661 934.7 44,647 984.9
Total Income 9,542 212.2 12,767 287.7 29,350 649.5 38,705 960.8 44,269 977.0
EBIDTA (Operating Profit) 1,350 30.2 2,651 59.9 7,384 163.3 8,257 205.3 12,824 281.9
PBT 1,115 24.9 2,621 58.9 6,867 152.0 8,443 210.1 11,325 249.4
PAT before exceptional item 1,024 22.8 2,354 52.9 6,127 135.6 7,695 191.5 10,145 223.6
PAT after exceptional item 1,024 22.8 2,354 52.9 1,215 24.3 3,299 81.7 10,145 223.6
EBIDTA Margin % 14.3% 14.3% 21.4% 21.4% 25.2% 25.2% 21.9% 21.9% 28.7% 28.7%
PAT Margin %* 10.8% 10.9% 18.9% 18.9% 20.9% 20.9% 20.4% 20.4% 22.7% 22.7%
Equity Capital 203 4.6 208 4.7 1,212 27.9 1,214 30.3 1,217 24.0
Net Worth 4,861 111.1 6,155 138.0 9,185 211.2 12,572 313.4 19,434 383.2
Net Block Incl CWIP 1,781 40.7 2,898 65.0 4,421 101.7 5,996 149.5 6,522 128.6
Current Assets 3,740 85.4 5,676 127.0 10,395 239.0 15,562 387.9 17,370 342.5
Current Liabilities &
Provisions 1,906 43.5 4,036 90.5 6,435 148.0 9,268 231.0 8,888 175.2
Net Working Capital 1,834 41.9 1,640 36.8 3,960 91.0 6,294 156.9 8,482 167.2
Total Assets 6,767 154.6 10,191 228.4 15,869 364.9 22,251 554.6 28,434 560.6
Current Ratio 2.0 2.0 1.4 1.4 1.6 1.6 1.7 1.7 2.0 2.0
ROCE % * 25.0% 25.0% 47.6% 47.6% 88.7% 88.7% 75.8% 75.8% 69.8% 69.8%
EPS (Diluted, in Rs.
and US$) * 9.0 0.2 18.7 0.4 49.6 1.0 58.9 1.5 78.8 1.7
* Before exceptional item

Rs. mn Rs. mn
Revenue Profit After Tax SG&A %
before Exceptional Item
44,647
37,661 10,145 14.9% 14.7%
13.7%
29,290 7,695
6,127

2006-07 2007-08 2008-09 2006-07 2007-08 2008-09 2006-07 2007-08 2008-09

Earning Per Share (Diluted, in Rs.) Headcount

Geographywise Revenue
78.82 2008-09
24,972
Rest of World 22,884
North America
58.91 7.8% 19,749
25.4%
49.56

Europe
2006-07 2007-08 2008-09 2006-07 2007-08 2008-09
66.8%

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DIRECTORS’ REPORT TO THE SHAREHOLDERS

Your Directors present their Twenty-second Annual Report together with the audited accounts of your Company for the
year ended 31st March 2009.
FINANCIAL RESULTS Rs. in Million
st
For the year ended 31 March 2009 2008
Income 43,153 37,023
Profit before depreciation and tax 11,980 9,083
Depreciation (1,074) (736)
Profit before tax 10,905 8,347
Provision for taxation (1,039) (689)
Profit after tax before non-recurring / exceptional items 9,866 7,658
Non-recurring / exceptional items - (4,401)
Profit for the year after tax and non-recurring / exceptional items 9,866 3,257
Provision in respect of earlier years written back - 165
Balance brought forward from previous year 5,202 4,261
Profit available for appropriation 15,068 7,683
Dividend – Final (paid for the year 2007-08)* (1) -
– Interim (Paid) (487) -
– Final (Proposed) - (668)
Tax on dividend – On interim dividend (83) -
– On final dividend - (113)
Transfer to General Reserve (1,000) (1,700)
Balance carried forward 13,497 5,202
* In respect of equity shares allotted pursuant to ESOP, after 31st March 2008 and before the record date.

DIVIDEND BUSINESS PERFORMANCE / FINANCIAL OVERVIEW

During the year, your Directors declared interim dividend
@ 40%, i.e. Rs. 4 per equity share of Rs. 10 each on 21 st
October 2008. Your Directors recommend that the same be
treated as final dividend for the year.
The Interim Dividend of Rs. 4 per equity share has been
paid to the Shareholders, whose names appeared in the
Register of Members as on 29th October 2008, the Record
Date fixed for this purpose.
The amount so distributed together with tax on distributed
profit amounted to Rs. 570 Million as against Rs. 781 Million
for the previous year.
CHANGES IN SHARE CAPITAL
During the year under review, your Company allotted
370,765 equity shares of face value Rs. 10 each on the
exercise of stock options under its various Employee Stock
Option Plans and consequently the number of issued,
subscribed and paid-up equity shares has increased from
121,362,869 equity shares to 121,733,634 equity shares of
Rs.10 each aggregating to Rs.1,217,336,340.
Your Company is a leading provider of integrated services
to the global telecom ecosystem. Your Company’s
capabilities span across Business Support Systems (BSS),
Operations Support Systems (OSS), Network Design &
Engineering, Next Generation Networks, Mobility, Security
Consulting, Testing, and other areas.
Your Company’s solutions portfolio includes Consulting,
Application Development & Management, Network
Services, Solution Integration, Product Engineering,
Managed Services, Remote Infrastructure Management and
BPO. Your Company continues to provide best shore
solutions to its customers, thereby delivering value while
maintaining the highest quality standards.
Your Company’s initiatives towards improving customer
focus have progressed well in the previous year. Your
Company continued to delight its customers with its domain
expertise as well as its ability to deliver and manage end to
end solutions. Your Company has been able to propose new
and innovative solutions to its existing and prospective
customers which would help them in the current
challenging economic conditions. Your Company has made

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substantial progress as a preferred provider of services to
greenfield operators globally.
Your Company has been investing into its sales and
marketing and has increased its geographic spread. These
investments will hold your Company in good stead in these
difficult times.
Your Company continued to see strong and profitable
growth in the Financial Year 2008-09 across all markets
driven by good performance in existing and new areas of
business.
During the year under review, total income increased to
Rs. 43,153 Million from Rs. 37,023 Million in the previous year,
registering a growth rate of 17%. On a consolidated level,
total income increased to Rs. 44,269 Million from Rs. 38,705
Million in the previous year, a growth of 14%.
During the year, 68% of your Company’s revenue came from
Europe, 25% came from USA and 7% came from Rest of the
World (ROW).
The Profit before depreciation amounts to Rs. 11,980 Million
(27% of revenue) as against Rs. 9,083 Million (25% of
revenue) in the previous year.
Profit after tax, before exceptional items, has increased to
Rs. 9,866 Million from Rs. 7,658 Million. At a consolidated
level, profit after tax, before exceptional items, increased to
Rs. 10,146 Million from Rs. 7,695 Million in the previous year,
a growth of 32%.
RECENT MATERIAL CHANGES
Your Directors wish to apprise the members about the
current status in the matter of Satyam Computer Services
Limited (Satyam).
Members may be aware, Satyam’s founder and the then
Chairman, Mr. B. Ramalinga Raju, submitted a letter to the
then Board of Directors informing them that the Company’s
accounts were falsified over a period of several years. This
letter was also copied to the Chairman of Securities and
Exchange Board of India (SEBI) and the Stock Exchanges
where equity shares of Satyam are listed.
In light of Mr. Raju’s statements, the Government of India
filed a petition before the Company Law Board (CLB) to
suspend Satyam’s then-existing Board of Directors and
appointed Government nominees on the Board of Satyam.
After receiving necessary approvals from CLB and SEBI, the
Board of Satyam invited an Expression of Interest on
13th March 2009 from prospective Investors to participate
in the bidding process for acquisition of a controlling stake
in Satyam.
Satyam is the fourth largest Indian IT software and services
company with a well-diversified client base spread across
BFSI, manufacturing, retail, transport, logistics, telecom,
media, healthcare and pharma etc. It has operations in
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more than 65 countries and development centers in 28
cities located in 14 countries, 20 of which are outside India.
The announcement of the bid presented a unique strategic
opportunity to your Company to catapult itself to the next
level of growth for the following reasons :
• Diversify across customers, verticals, geographies and
technology offerings
• Minimal overlaps in terms of target industry segments
and clients
• Likely synergy benefits
• Ability to sell a wide range of services to your
Company’s existing customers
• Common support and control systems – reduction in
operating expenses
Your Company, therefore, decided to participate in the
Satyam bidding process, through its wholly owned
subsidiary, Venturbay Consultants Private Limited
(Venturbay), at Rs. 58 per share. Venturbay was declared as
the highest bidder on 13th April 2009 and as the winning
bidder post the CLB approval on 16th April 2009.
Venturbay deposited a sum of Rs. 29,107 Million in the
Escrow Account to cover the cost of 31% preferential issue
by Satyam and a 20% open offer. On 5th May 2009, the
Board of Directors of Satyam allotted 302,764,327 shares
of Satyam to Venturbay, representing 31% of its share
capital. On 6th May 2009, Venturbay as the ‘Acquirer’ and
your Company as the ‘Person Acting in Concert’ filed the
draft Letter of Offer with SEBI for acquiring upto 20% of
the expanded share capital of Satyam. On 27th May 2009,
the Board of Satyam appointed four nominee directors of
Venturbay, Mr. Vineet Nayyar, Mr. C. P. Gurnani, Mr. Sanjay
Kalra and Mr. Ulhas N. Yargop (collectively, the “Venturbay
Directors”), to the Board of Directors of Satyam.
Mr. Vineet Nayyar has been designated as Whole-time
Director of Satyam, effective 1st June 2009.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed analysis of your Company’s performance is
discussed in the Management Discussion and Analysis
Report, which forms part of this Annual Report.
AMALGAMATION OF SUBSIDIARIES
As reported in the previous Annual Report, iPolicy Networks
Limited and Tech Mahindra (R & D Services) Limited merged
th
with your Company and effective 20 May 2008, iPolicy
Networks Limited and Tech Mahindra (R & D Services)
Limited stand dissolved without winding-up. The Appointed
date i.e. the date from which the provisions of the Scheme
of Amalgamation came into operation was 1st April 2008.
With this amalgamation, Tech Mahindra (R&D Services) Inc.,
which was a step down subsidiary of your Company through
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Tech Mahindra (R&D Services) Limited became a direct
subsidiary of your Company.
With a view to streamline the US operations, Tech Mahindra
(R&D Services) Inc. was merged with Tech Mahindra
(Americas) Inc. w.e.f. 1st July 2008.
QUALITY
In the Financial Year 2008-09, your Company’s passion
towards quality has helped in achieving another quality
accreditation i.e. SEI-CMMI L5 v1.2, in addition to other
accreditations like ISO 9001:2000, ISO/IEC 20000-1:2005,
ISO/IEC 27001:2005, SEI-CMMI Level 5 v1.1, P-CMM Level 5
and SSE-CMM Level 3. Your Company is the third in the world
to have been appraised for SSE-CMM Level 3.
Processes in your Company are designed to develop
solutions that meet client specifications in accordance with
statutory and other industry-wide standards. Continuous
improvement in these processes is a way of life with a goal
of ensuring greater customer satisfaction by improved
quality, productivity and cycle time.
HUMAN RESOURCES
During the Financial Year 2008-09, your Company along with
its subsidiaries made a net addition of 2,088 employees to
its workforce. The employee strength was 24,972 as at 31st
March 2009, as compared to 22,884 a year before, registering
an increase of 9%. BPO services also registered a growth of
9% as the headcount went up to 3,769 from 3,445, a year
before.
Employee Learning and Development/Interface with
Academia
Your Company believes in human potential and invests in
the growth and development of individuals with its
on-going training and other developmental initiatives.
Every year, your Company hires bright engineers from
across the country. In order to align them with the
Company’s culture and values and at the same time bring
them at par with the required telecom domain knowledge,
in-depth and exhaustive 14 weeks induction training is
conducted.
Complementing this, your Company runs ‘earn while you
learn’ programs for science graduates who are enrolled for
the MS program in Telecommunications and Software
Engineering, in collaboration with BITS, Pilani, which is
partially and in some cases 100% sponsored by your
Company.
In order to help employees define their learning path which
is in-line with the technology area, client and role they are
associated with, your Company has crafted QUEST, a learning
framework. It allows online end-to-end management of
learning paths which includes, creating new learning paths,
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assigning of trainings, courseware deployment and online
examinations. To complement the on-line learning,
employees across the globe are provided with online
training courses and virtual sessions.
Your Company also provides learning assistance to its
employees who aspire to undertake higher education and
have tie-ups for Distance Education Programs with Indian
Institute of Technology (IIT ), Bombay, Birla Institute of
Technology (BITS), Pilani and University College of London,
UK.
Due to business requirements and out of personal career
aspirations, many employees do wish to undertake various
technology certifications. To help employees with the same,
your Company has an enterprise level partnership with M/s
Promatric which provides in-house testing centers enabling
employees to undertake certification examinations at their
convenience and as per required standards.
Leadership Development
Your Company believes in nurturing talent, motivating
indigenous innovation and promoting leadership
development.
To bring in fresh ideas and young talent, your Company has
been running the Global Leadership Cadre (GLC) program
for the past three years selecting management graduates
from premier Business Institutes across the globe and also
technical specialists from within the organization. These
highly talented participants have shown very low learning
curve and your Company has been able to provide them
faster career progression, thereby creating a pool for
leadership.
To compliment the GLC program, your Company has also
introduced Management Training program where
management graduates from various Business Schools
across India are hired and groomed for future GLC roles.
For middle managers, your Company has associated with
XLRI Jamshedpur for a one month residential Management
Development Program giving them an overview of all
aspects of management.
For senior management, your Company conducted
Entrepreneurship training programs in association with IIM-
C, India and also participated in similar programs that have
been organized by Mahindra & Mahindra Limited, the
holding company in association with Michigan University,
US.
SUBSIDIARY COMPANIES
During the year, your Company acquired the entire share
capital of Venturbay Consultants Private Limited
(Venturbay). Consequently, w.e.f. 19th March 2009, Venturbay
became a wholly owned subsidiary of your Company.
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As on 31st March 2009, your Company has 11 subsidiaries,
including one step-down subsidiary. There has not been any
material change in the nature of the business of the
subsidiaries. As reported in the previous Annual Report,
iPolicy Networks Limited and Tech Mahindra (R & D Services)
th
Limited merged with your Company and effective 20 May
2008, iPolicy Networks Limited and Tech Mahindra (R & D
Services) Limited stand dissolved without being wound -
up.
With this amalgamation, Tech Mahindra (R&D Services) Inc.,
which was a step down subsidiary of your Company through
Tech Mahindra (R&D Services) Limited became a direct
subsidiary of your Company.
With a view to streamline the US operations, Tech Mahindra
(R&D Services) Inc. was merged with Tech Mahindra
(Americas) Inc. w.e.f. 1st July 2008.
As required under the Listing Agreements with the Stock
Exchanges, the Consolidated Financial Statements of your
Company and all its subsidiaries are attached. The
Consolidated Financial Statements have been prepared in
accordance with Accounting Standards AS 21, AS 23 and
AS 27 issued by The Institute of Chartered Accountants of
India and show the financial resources, assets, liabilities,
income, profits and other details of your Company and its
subsidiaries and associate companies as a single entity, after
elimination of minority interest.
Your Company has been granted exemption for the year
ended 31st March 2009 by the Ministry of Corporate Affairs
vide its letter dated 20th March 2009 from attaching to its
Balance Sheet, the copy of the Balance Sheet, Profit and Loss
Account, Reports of the Board of Directors and Auditors of
each of its subsidiaries. Since Venturbay became a subsidiary
after this application, your Company re-applied to the
Ministry seeking exemption from attaching the aforesaid
documents in respect of Venturbay with the Balance Sheet
of your Company, which was approved by the Ministry vide
its letter dated 20th May 2009. As directed by the Central
Government, the financial details of the subsidiaries have
been separately furnished forming part of this Annual
Report. These documents will also be available for inspection
by any member at the Registered Office of the Company
and the office of the respective subsidiary companies during
working hours upto the date of the Annual General Meeting.
Documents of the subsidiaries will be submitted on request
to any member wishing to peruse a copy, on receipt of such
request by the Assistant Company Secretary of the Company
at the Registered Office / Corporate Office of the Company.
EMPLOYEE STOCK OPTION PLAN
Details required to be provided under the Securities and
Exchange Board of India (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 are
set out in Annexure I to this Report.
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CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company continues to demonstrate its deep
commitment to social responsibility. It contributes 1% of its
profit after tax (PAT) every year to fund its CSR activities,
most of which are undertaken on its behalf by the Tech
Mahindra Foundation.
During the year under review, your Company has donated
Rs. 90.12 Million to Tech Mahindra Foundation. The
Foundation works to give concrete expression to your
Company’s keenness to make a meaningful and sustainable
contribution to the well-being of the less fortunate
members of our society. Tech Mahindra Foundation is very
focused in its approach and concentrates its endeavours on
providing quality education and vocational skills to
vulnerable sections of the community.
During the year under review, the Foundation selected
several new not-for-profit organizations spread over Pune,
Mumbai, Noida, Delhi and Bangalore. It now works with 45
NGOs enabling it to reach out to many more children, with
special attention to the educational needs of such
vulnerable sections as girls from economically
disadvantaged minority families.
As far as vocational training is concerned, the Foundation
has made a special effort to link up with organizations
making innovative use of technology to reach out to the
needs of the physically, particularly visually challenged.
Last year, the Foundation had reported the launch of the
initiative to honour outstanding teachers and principals
working in the Municipal schools of Delhi. These were
selected through a rigorous and independent process.
Mr. Keshub Mahindra, Chairman of Mahindra & Mahindra
Limited distributed the awards to 20 principals on
22nd February 2009 at a ceremony attended by the Municipal
Commissioner of Delhi.
Your Company also supported the Bihar Flood Relief
program launched by Mahindra group by donating
Rs. 5 Million. The employees of your Company also
contributed Rs. 9.79 Million towards Bihar Flood Relief. Your
Company also supports the Nanhi Kali program run by the
K. C. Mahindra Education Trust.
An increasing number of your Company employees is
volunteering their free time to help partner NGOs of the
Foundation. Your Company in collaboration with the
Foundation has finalized a policy for Employee Social
Responsibility Options. This initiative has been undertaken
to give employees an avenue for participation in CSR going
beyond the activities of the Foundation. Under this initiative,
employees would be invited to present proposals for
supporting NGOs/charitable organizations working in the
fields of education, health, environment and child welfare.
Your Company will provide financial aid to these
organizations.
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CORPORATE GOVERNANCE PHILOSOPHY
Your Company believes that Corporate Governance is a
voluntary code of self-discipline. In line with this philosophy,
it follows healthy Corporate Governance practices and
reports to the shareholders the progress made on the
various measures undertaken. Your Directors have reported
the initiatives on Corporate Governance adopted by your
Company in the section ‘Corporate Governance’ in the
Annual Report.
DIRECTORS
Mr. Anupam Puri, Dr. Raj Reddy and Mr. Paul Zuckerman retire
by rotation and being eligible, offer themselves for
re-appointment.
Mr. M. Damodaran, ex-Chairman of SEBI, Mr. Ravindra
Kulkarni and Mr. B. H. Wani, both eminent corporate lawyers
were appointed as Additional Directors during the year.
They hold office upto the date of the ensuing Annual
General Meeting.
The Company has received Notices from Members under
Section 257(1) of the Companies Act, 1956, alongwith the
requisite amount of deposit, signifying their intention to
propose the candidatures of Mr. M Damodaran, Mr. Ravindra
Kulkarni and Mr. B. H. Wani as Directors of the Company, at
the forthcoming Annual General Meeting.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to section 217(2AA) of the Companies Act, 1956,
your Directors, based on the representation received from
the Operating Management and after due enquiry, confirm
that:
i. in the preparation of the annual accounts, the
applicable accounting standards have been followed;
ii. they have, in the selection of the accounting policies,
consulted the Statutory Auditors and these have been
applied consistently and reasonable and prudent
judgments and estimates have been made so as to give
a true and fair view of the state of affairs of the
Company as at 31st March 2009 and of the profit of the
Company for the year ended on that date;
iii. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;
iv. the annual accounts have been prepared on a going
concern basis.
AUDITORS
M/s. Deloitte Haskins & Sells, Chartered Accountants, the
Auditors of your Company, hold office up to the conclusion
of the forthcoming Annual General Meeting of the Company
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and have given their consent for re-appointment. The
shareholders will be required to elect auditors for the
current year and fix their remuneration. Your Company has
received a written confirmation from M/s. Deloitte Haskins
& Sells, Chartered Accountants to the effect that their
appointment, if made, would be in conformity with the limits
prescribed in Section 224 of the Companies Act, 1956.The
Board recommends the re-appointment of M/s. Deloitte
Haskins & Sells, Chartered Accountants as the Auditors of
the Company.
CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION
In view of the nature of activities that are being carried on
by your Company, Rules 2A and 2B of the Companies
(Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988, concerning conservation of energy and
technology absorption, respectively are not applicable to
your Company. Your Company being a software solution
provider requires minimal energy consumption and every
endeavour has been made to ensure the optimal use of
energy, avoid wastage and conserve energy as far as
possible.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings of your Company during the
year were Rs. 42,792 Million (Previous Year Rs. 35,637 Million),
while the outgoings were Rs. 15,554 Million (Previous Year
Rs. 18,133 Million).
PARTICULARS OF EMPLOYEES
Your Company had 630 employees who were in receipt of
remuneration of not less than Rs. 2,400,000 during the year
or Rs. 200,000 per month during any part of the said year.
However, as per the provisions of Section 219(1)(b)(iv) of
the Companies Act, 1956, the Directors’ Report being sent
to the shareholders does not include this Annexure. Any
shareholder interested in perusing a copy of the Annexure
may write to the Assistant Company Secretary at the
Registered Office / Corporate Office of the Company.
DEPOSITS AND LOANS/ADVANCES
Your Company has not accepted any deposits from the
public or its employees during the year under review. The
particulars of loans/advances and investment in its own
shares by listed companies, their subsidiaries, associates, etc.,
required to be disclosed in the annual accounts of the
Company pursuant to Clause 32 of the Listing Agreement
are furnished separately.
AWARDS/RECOGNITION
Your Company continued its quest for excellence in its
chosen area of business to emerge as a true global brand.
Several awards and rankings continue to endorse your
Company as a thought leader in telecom industry.
CMYK

Awards for the year
• In the Leaders Category in ‘The 2009 Global
Outsourcing 100’ (IAOP’s Annual Listing of the World’s
Best Outsourcing Service Providers)
• Amity Corporate Excellence Award 2009
• Deloitte Technology Fast 500 APAC 2008
• Deloitte Technology Fast 50 India 2008
• The ‘Best Overall Recruiting & Staffing Organization of
the Year Award’ (RASBIC Awards 2009)
• Award for Managing Health at Work (Employer
Branding Awards 2008-2009)
• Award for Excellence in Training (Employer Branding
Awards 2008-2009)
• BusinessWeek Award for Asia’s Best Performing
Companies, 2008
• Ranked 2nd in Telecom Software providers of India by
Voice & Data, 2008 (V&D 100 Ranking)
• “Growth Excellence Award” by Frost & Sullivan, 2008
• 6 th Largest Software Services Company in India
(NASSCOM 2008)
• 10th Largest IT-BPO Employers, FY 07-08 (NASSCOM
2008)
• CanvasM won the award for “Best Start-up Company”
at Mobile Content Awards & Conference 2008 (MCA08).
• Award in “Largest Revenue Category” of “IT and ITeS
(excluding Hardware) Sector” by D&B – ECGC Indian
Exporters Excellence Awards, 2008.
• Ranked 12th Largest TOMS vendor by Gartner in “Market
Share: Telecoms Operations Management Systems –
Worldwide, 2006-2007” April 2008
• “Best Billing Solution” Category at “Billing and OSS
World (B/OSS) Excellence Awards 2008”, April 2008
• The Brand Leadership Award by the Asia Brand
Congress, 2008
ACKNOWLEDGEMENTS
Your Directors gratefully acknowledge the contributions
made by employees towards the success of your Company.
Your Directors are also thankful for the co-operation and
assistance received from its customers, vendors, bankers,
STPI, regulatory and Governmental authorities in India and
abroad and its shareholders.
For and on behalf of the Board
Mumbai Anand G. Mahindra
Date : 27th May 2009 Chairman

Particulars of loans/advances and investment in its own shares by listed companies, their subsidiaries, associates,
etc., required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing Agreement.
Loans and advances in the nature of loans to subsidiaries:
Rs. in Million
st
Name of the Company Balance as on 31 March 2009 Maximum outstanding during the year
[as on 31st March 2008] [during the previous year]
Tech Mahindra (Americas) Inc. - [100] 110 [218]
PT Tech Mahindra Indonesia 25 [-] 55 [35]
iPolicy Networks Limited - [-] - [94]

Loans and advances in the nature of loans to associates, loans and advances in the nature of loans where there is no repayment
schedule or repayment beyond seven years or no interest or interest below section 372A of the Companies Act, 1956 and
loans and advances in the nature of loans to firms/companies in which directors are interested – Nil

10

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 CMYK

CMYK
Annexure I to the Directors’ Report for the year ended 31st March 2009 in terms of clause 12.1 of the Securities and Exchange Board of India
(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999
ESOP 2000 ESOP 2004 ESOP 2006

Total options granted under the plan 3,779,850 10,219,860 5,609,805

a) Options granted during the year Nil Nil 2,52,500

b) The pricing formula
Under the scheme, all the options were
granted prior to the listing of Company’s
shares. These options were granted,
based on the annual valuation done by
an independent chartered accountant.
Under the scheme, all the options were
granted prior to the listing of Company’s
shares. These options were granted,
based on the valuation done by an
independent chartered accountant.
The options granted prior to the listing of
Company’s shares, were granted, based on the
annual valuation done by an independent
chartered accountant.

The grants made post-listing of the Company’s

shares on Stock Exchanges have been made as per
the latest available closing price on the Stock
Exchange with highest trading volume, prior to the
date of the meeting of the Compensation
Committee in which options are granted.

c) Options vested as of 31st March 2009 2,53,360 4,996,377 11,88,133

d) Options exercised during the year 96,070 Nil 274,695

e) The total number of shares arising 96,070 Nil 274,695

as a result of exercise of option

f ) Options lapsed during the year Nil Nil Nil

g) Variation of terms of options
during the year
In the Compensation Committee Nil In the Compensation Committee meeting of the
meeting of the Company held on 19th Company held on 19th May 2008, the Scheme was
May 2008, the Scheme was amended to amended to include the provision for recovery of
include the provision for recovery of FBT FBT from the employees of holding / subsidiary
from the employees of holding / companies and forward it to the concerned
subsidiary companies and forward it to employer company.
the concerned employer company.

h) Money realised by exercise of Rs. 7.61 Million Nil Rs. 23.39 Million
options during the year

i) Total number of options in force 2,53,360 5,677,701 37,36,868

as of 31st March 2009

j) Employee wise details of options

granted to

i. Senior managerial personnel Nil Nil Nil

ii. Any other employee who receives Nil Nil Nil

a grant in any one year of option
amounting to 5% or more of
option granted during that year

iii. Identified employees who were Nil Mr. Vineet Nayyar : 3,406,620 Nil
granted option, during any one
year, equal to or exceeding 1% of Mr. C P Gurnani : 3,406,620
the issued capital (excluding
outstanding warrants and Mr. Sanjay Kalra : 3,406,620
conversions) of the company at
the time of grant

11
 CMYK

CMYK
Annexure I to the Directors’ Report for the year ended 31st March 2008 in terms of clause 12.1 of the Securities and Exchange Board of India

12
(Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 (Contd.)
ESOP 2000 ESOP 2004 ESOP 2006

k) Diluted Earnings Per Share (EPS) Rs. 76.66 Rs. 76.66 Rs. 76.66
pursuant to issue of shares on
exercise of option calculated in
accordance with Accounting
Standard (AS) 20 ‘Earnings Per Share’

l) Where the company has calculated
the employee compensation cost
using the intrinsic value of the stock
options, the difference between the
employee compensation cost so
computed and the employee
compensation cost that shall have
been recognized if it had used the
fair value of the options, shall be
disclosed. The impact of this
difference on profits and on EPS of
the company shall also be disclosed
The Company uses the intrinsic value-
based method of accounting for stock
options granted after 1st April 2005. Had
the compensation cost for the Company’s
stock based compensation plan been
determined in the manner consistent
with the fair value approach, the
Company’s net income would be lower
by Rs 4 Million and earnings per share
(Basic) would have been Rs. 81.08
The Company uses the intrinsic value-
based method of accounting for stock
options granted after 1st April 2005. Had
the compensation cost for the Company’s
stock based compensation plan been
determined in the manner consistent
with the fair value approach, the
Company’s net income would be lower
by Rs 4 Million and earnings per share
(Basic) would have been Rs. 81.08
The Company uses the intrinsic value-based
method of accounting for stock options granted
after 1st April 2005. Had the compensation cost for
the Company’s stock based compensation plan
been determined in the manner consistent with
the fair value approach, the Company’s net income
would be lower by Rs 4 Million and earnings per
share (Basic) would have been Rs. 81.08

m) Weighted-average exercise prices and No options were granted during the year. No options were granted during the year. Grant Date 19-05-08 21-07-08 20-10-08 23-01-09
weighted-average fair values of
options shall be disclosed separately Exercise
for options whose exercise price price (Rs.) 957 668 344 230
either equals or exceeds or is less
than the market price of the stock Fair
Value (Rs.) 291.15 240.57 133.07 69.48
n) A description of the method and
significant assumptions used during
the year to estimate the fair values of 19-05-08 21-07-08 20-10-08 23-01-09
options, including the following
weighted-average information: NA NA 7.85% 9.34% 7.65% 5.72%

i. risk-free interest rate, 5.3 years 5.3 years 5.3 years 5.3 years

ii. expected life, 52.82% 52.73% 55.45% 58.70%

iii. expected volatility, 7.68% 6.48% 6.48% 6.48%

iv. expected dividends, and

v. the price of the underlying share 956.70 680.80 367.50 209.30

in market at the time of option
grant.
CMYK
MANAGEMENT DISCUSSION AND ANALYSIS
INDUSTRY STRUCTURE, DEVELOPMENTS AND
OUTLOOK
Overview
Tech Mahindra Limited is a leading provider of IT services
and solutions to the global telecommunications industry.
In fiscal 2008, it was ranked by NASSCOM as the sixth
largest Indian IT services company in terms of export
revenue. It was formed in 1986 as a joint venture between
Mahindra and Mahindra Limited, one of India’s largest
industrial conglomerates, and British Telecommunications
plc, one of the world’s leading Telecommunications
Company.
Current environment and global telecom market
The year 2008-09 has been marred by economic recession,
collapse of various large financial institutions, and record
losses being reported by large corporates worldwide. It
has been a year of volatility and uncertainty leading to an
economic downturn that has had widespread impact
across the world.
However, the Telecom segment, though not immune to
these recessionary pressures, is still expected to grow.
According to an independent research agency, the size of
the global telecom services market grew by an estimated
5.7% in 2008, reaching US$ 1.34 trillion. It is expected that
managed services and unified communications will lead
to steady growth during the year. Managed network
services, which accounts for 20% of the business services
market, is expected to grow to 30% of the market by 2012.
The Telecom Service Providers (TSPs) will face challenges
due to reducing legacy revenues, and will have to invest
in new avenues of growth like broadband. New business
models will proliferate as new players such as cable
Multiple System Operator’s (MSO’s) and virtual network
operators offer Voice over Internet Protocol (VoIP) services
impacting the traditional telecommunication services
market. Similarly, Telecom Equipment Manufacturers (TEMs)
could see some rationalization of budgets on their
products and platforms. Corporations will spend more time
and effort in trying to strike a balance between investment
to drive growth and being competitive and efficient.
IT spend in the Communications Industry
According to an independent research agency, the
worldwide IT spending in communication vertical will be
driven by software services and managed services, etc. The
worldwide IT spending by the communications vertical will
reach US $ 426.6 billion in 2012 from US $ 368.3 billion in
the current year. Out of this, IT services are expected to
CMYK
account for US$128.9 billion in 2012 from US$ 108.1 billion
in 2008. Short-term cost reduction propositions including
outsourcing will remain attractive, to achieve reduced fixed
cost. To attract higher ARPU and new customers as well as
retain existing customers, TSPs are in the process of
transforming their systems, processes and networks to
reduce operating cost, achieve better efficiencies and faster
time to market.
The Middle East and Africa, Latin America and emerging
markets in Asia/Pacific will continue to grow mobile and
consumer fixed services, seeking to cut other spending in
preference.
OPPORTUNITIES
Legacy to Next Generation IT transformation
Service providers around the globe, on the back of
dropping legacy revenues and high cost, are looking to
transform their legacy platforms into next generation
platforms. This will enable them to optimize their product
portfolio, and rationalize the costs associated with running
the systems. These transformation initiatives, will lead to
outsourcing opportunities.
Diversification
Telecom companies are diversifying into non traditional
business areas for expansion of services. This could provide
additional opportunities for outsourcing partners to
provide increased services and saving opportunities to
these companies.
Greenfield Operators in Emerging Markets
Emerging markets are hubs for investments in this
downturn due to the low costs and growing market
potential.. These greenfield operators require faster time
to market as well as packaged and ready to use IT
platforms.
This would provide an opportunity for end to end
outsourcing vendors.
THREATS
Consumer Fixed Line Service and Enterprise Fixed line
Service will see reductions
Consumer fixed-service spending will see further
reductions because of mobile substitution in developed
markets and pre substitution in emerging ones. Enterprise
fixed services will be hurt by a downturn in the small and
midsize business sector; remote office closures, this
reduced demand could impact IT spend in TSPs.
13
CMYK
Mature Markets may see the maximum impact of the
economic crisis
Mature markets will be the hardest hit and most of the
work would be outsourced to low cost markets for cost
benefits. In this trend IT services and solution providers
based out of emerging markets would be benefitted more
as TSPs in the mature markets would look to lower cost
solutions to achieve their objectives of cost efficiency as
well as transformation.
Global IT companies posing challenge with growing
India presence
Global IT service providers such as Accenture, EDS,
CapGemini and IBM are expanding their presence in India
and pose a challenge to Indian IT service companies with
their global client relationships, deep pockets and domain
knowledge.
Emergence of other low cost destinations
India remains the preferred offshore destination for IT
Services for its cost effective solutions and huge talent
pool. However several countries like China, Malaysia, Chile,
Philippines, Singapore, Thailand and the Czech Republic
are emerging as off-shoring destinations due to their ability
to provide low cost solutions. First movers into these
countries will gain competitive advantage and an ability
to differentiate their service offering.
RISKS
Continued recessionary pressures going into 2009
Independent research agencies predict GDP growth
forecasts for 2009 in US and Europe to be negative and
APAC, MEA to see a slowdown. Growth is forecasted in the
second half of 2009 onwards. Recessionary pressures for a
longer period may have a negative effect to our top-line
since we are dependent on our clients who are impacted
by such slowdowns.
High customer concentration
In fiscal 2009, Revenues from Top 3, Top 5, and Top 10
clients account for 75%, 81% and 87% respectively and
the loss of these clients could have a material adverse
impact on our revenue and profitability.
Withdrawal of tax benefits
Currently, we benefit from certain tax incentives under
Section 10A of the Income Tax Act for the IT services that
we provide from specially designated “Software Technology
Parks” or STPs. As a result of these incentives, our operations
in India have been subject to relatively low tax liabilities.
Under current laws, the tax incentives available to these
units terminate on the earlier of the ten year anniversary
st
of the commencement of operations of the unit or 31
March 2010. There is no assurance that the Indian
14
CMYK
government will not enact laws in the future that would
adversely impact our tax incentives and consequently, our
tax liabilities and profits. When our tax incentives expire or
are terminated, our tax expense will materially increase,
reducing our profitability.
Exchange rate risks
The exchange rate between the Indian rupee and the
British pound and the rupee and the U.S. dollar has
changed substantially in last year and may continue to
fluctuate significantly in the future. During fiscal 2009, the
value of the rupee against the British pound appreciated
by approx 8% and the value of the rupee against the U.S.
dollar depreciated by approx 27%. Accordingly, our
operating results have been and will continue to be
impacted by fluctuations in the exchange rate between
the Indian rupee and the British pound and the Indian
rupee and the U.S. dollar, as well as exchange rates with
other foreign currencies. Any strengthening of the Indian
rupee against the British pound, the U.S. dollar or other
foreign currencies could adversely affect our profitability.
ACQUISITION OF SATYAM COMPUTER SERVICES
LIMITED
TechM participated in the global competitive bidding
process launched by Satyam Board in March 2009 & in
April 09 emerged as the highest bidder for acquiring 51%
stake in Satyam computers. It is a major milestone in the
journey of the Company as this acquisition would catapult
the Company and make it a leading IT Company with
geographical, vertical & customer diversification.
Opportunities
The acquisition will put Tech Mahindra in a significantly
higher playing field. From being a niche-player with
business only from telecom service providers, it will now
get exposure to the other major verticals such as BFSI,
Manufacturing, and Retail.
Challenges
Since most of Satyam’s customers will be new to Tech
Mahindra, Tech Mahindra could face some initial challenges
to maintain and grow the existing relationships with some
of Satyam’s clients. Given the size of Satyam, there could
be some challenges in consolidating the operations,
making it profitable and streamlining the processes in both
the companies.
DISCUSSION ON FINANCIAL PERFORMANCE WITH
RESPECT TO OPERATIONAL PERFORMANCE
Overview
The financial statements have been prepared in
compliance with the requirements of the Companies Act,
1956 and Generally Accepted Accounting Principles (GAAP)
in India. The Consolidated financial statements have been
CMYK

prepared in compliance with the Accounting Standards 2. Reserves and surplus

AS 21, AS 23 and AS 27 issued by the Institute of Chartered a) Share premium account
Accountants of India (ICAI).
The addition to the share premium account of
The discussion on financial performance Rs. 27 Million during the year is due to the
in the Management Discussion and Analysis premium received on issue of 370,765 equity
relate primarily to the stand alone accounts shares on exercise of option under stock option
of Tech Mahindra Limited. Wherever it is appropriate, plan.
information pertaining to consolidated accounts
for Tech Mahindra Limited is provided. For purpose of b) General reserve
st
comparison with other firms in this industry as General reserve stands at Rs. 2,251 Million on 31
st
well as to see the positioning and impact that Tech March 2009 compared to Rs. 2,714 Million on 31
Mahindra Limited has in the marketplace, it is March 2008. Rs. 550 Million has been transferred
essential to take the figures as reflected in the to general reserve from profit and loss account
Consolidated Financial Statements. during the year and Rs. 1,013 Million has been
transferred on amalgamation.
A. FINANCIAL POSITION
c) Profit and loss account
1. Share Capital The balance retained in the profit and loss
st
account as of 31 March 2009 is Rs. 13,947 Million
st
The authorized share capital of the Company is compared to Rs. 5,201 Million as of 31 March
Rs. 1,750 Million, divided into 175 Million equity shares 2008.
of Rs. 10 each. The paid up share capital stands at
st
Rs. 1,217 Million as on 31 March 2009 compared to 3. Loan Funds
st st
Rs. 1,214 Million on 31 March 2008. The increase in There are no Loan funds as at 31 March 2009
paid up capital during the year is due to conversion compared to Rs. 950 Million (unsecured loan) in the
of options into shares by employees under Employee previous year.
Stock Option Plan.
4. Fixed Assets
The movement in Fixed Assets is shown in the table
below-
Rs. in Million
st
As of 31 March 2009 2008
Gross Book Value
Land - free-hold 173 82
- lease-hold 436 325
Buildings 2,995 1,411
Leasehold Improvements 357 281
Plant and machinery 1,799 999
Computer equipments 2,049 1,659
Furniture and fixtures 1,024 661
Vehicles
Leased 6 48
Owned 47 39
Intangible assets 76 0
Total 8,962 5,505
Less: Accumulated depreciation & amortization 4,061 2,596
Net block 4,901 2,909
Add: Capital work-in-progress 1,541 1,385
Net fixed assets 6,442 4,294

15

CMYK
CMYK
The Net Block of Fixed Assets and Capital
Work in Progress increased to Rs. 6,442 Million
from Rs. 4,294 Million as at 31st March 2008.
During the year, Company incurred capital
expenditure of Rs. 2,415 Million (previous year
Rs. 1,928 Million). The major items of Capital
Investments
Investment in Subsidiaries
Investment (others)
Investment in Mutual Funds
Total Investments
Less : Provision for diminution of value
Net Investments
I. Investment in Subsidiaries
The Company had investment in the following
subsidiaries
a) CanvasM Technologies Limited
CanvasM was set up as a joint venture between
Tech Mahindra Limited and Motorola Cyprus
Holding Limited in October 2006 with an
objective to provide software services and
solutions to wire line and wireless telecom service
providers, cable companies, enterprise, media and
broadcast companies, using SI expertise of Tech
Mahindra and R&D investments of Motorola
Cyprus. Tech Mahindra owns 80.1% of the
shareholding while the balance 19.9% is held by
Motorola Cyprus.
b) Tech Mahindra (Americas) Inc.
Tech Mahindra (Americas) inc. was incorporated
in November 1993 to provide marketing support
services for the USA and Canada region. It acts
as a service provider for sales, marketing, onsite
software development and other related services
for North America.
c) Tech Mahindra GmbH
Tech Mahindra GmbH was established in July
2001 to provide marketing support in central
Europe region.
d) Tech Mahindra (Singapore) Pte. Limited
Tech Mahindra (Singapore) Pte. Limited is Tech
Mahindra’s representative in Singapore and acts
as a service provider for sales, marketing, onsite
software development and other related services
in Singapore.
16
CMYK
Expenditure included Leasehold–land and
improvements, Plant and Machinery, Computer
equipment and Furniture & Fixtures including amount
spent on Hinjewadi, Pune campus.
5. Investments
The summary of Company’s investments is given
below - Rs. in Million
As at As at
31st March 2009 31st March 2008
905 3,340
85 -
3,899 -
4,889 3,340
354 354
4,535 2,986
e) Tech Mahindra (Thailand) Limited
Tech Mahindra ( Thailand) Limited was
established in August 2005 to strengthen its
marketing infrastructure in Thailand.
f) PT Tech Mahindra Indonesia
PT Tech Mahindra Indonesia is Tech Mahindra’s
representative in Indonesia and acts as a service
provider for sales, marketing, onsite software
development and other related services.
g) Tech Mahindra Foundation
Tech Mahindra Foundation was promoted by
Tech Mahindra Limited as Section 25 Company
with the objective of promoting social and
charitable activities. TechM Foundation primarily
concentrates on rendering assistance to the
needy and under privileged people in the society.
h) Tech Mahindra (Beijing) IT Services Limited
Tech Mahindra (Beijing) IT Services Limited was
established in December 2007 to strengthen its
marketing capabilities in China.
i) Tech Mahindra (Malaysia) Sdn. Bhd.
Tech Mahindra (Malaysia) Sdn. Bhd. was
established in May 2007 as Tech Mahindra’s
representative in Malaysia. It acts as a service
provider for sales, marketing, onsite software
development and other related services.
j) Venturbay Consultants Private Limited (VCPL)
VCPL became wholly owned subsidiary of the
Company as on 19th March 2009. It was acquired
to act as a special purpose vehicle (SPV) to bid
for the acquisition of Satyam Computer Services
CMYK

Limited (Satyam). It emerged as the highest and
successful bidder in the global competitive
bidding process and has since acquired 31%
shares of Satyam.
Tech Mahindra (R&D Services) Limited (TMRDL)
and iPolicy Networks Limited (iPolicy) merged
with the Company during the year and effective
20th May 2008, TMRDL and iPolicy stand dissolved
without winding-up. The appointed date for this
merger was 1st April 2008.
II. Investment in liquid mutual funds
The Company has been investing in various mutual
funds. These are typically investments in short-term
funds to gainfully use the excess cash balance with
st
the Company. The investments as at 31 March 2009
st
were Rs. 3,899 Million compared to Nil as at 31 March
2008.
6. Deferred Tax Asset
st
Deferred tax asset as at 31 March 2009 was at
Rs. 155 Million as compared to Rs. 14 Million as of
st
31 March 2008. Deferred tax assets represent timing
differences in the financial and tax books arising from
depreciation of assets, provision of debtors and leave
encashment. Company assesses the likelihood that the
deferred tax asset will be recovered from future
taxable income.
7. Sundry Debtors
Sundry debtors decreased to Rs. 8,545 Million (net of
provision for doubtful debts amounting to Rs. 69
st
Million) as of 31 March 2009 from Rs. 10,574 million
(net of provision for doubtful debts amounting to
st
Rs. 80 million) as of 31 March 2008. Debtor days as of
st
31 March 2009, (calculated based on per-day sales in
the last quarter) were 79 days, compared to 98 days
st
as of 31 March 2008. We continue to focus on
reducing receivables period by improving our
collection efforts.
8. Cash and Bank Balance
The bank balances in India include both Rupee
accounts and foreign currency accounts. The bank
balances in overseas current accounts are maintained
to meet the expenditure of the overseas branches and
overseas project-related expenditure.

Rs. in Million
st
As of 31 March 2009 2008
Bank balances in India & Overseas
Current accounts 4,945 799
Deposit accounts 17 14
Unclaimed dividend account — 1
Total cash and bank balances* 4,961 814

* excluding unrealised (gain)/loss on foreign currency

st
9. Loans and Advances as of 31 March 2009 compared to Rs. 8,925 Million
st
as of 31 March 2008.
Loans and advances as on 31 st March 2009 were
Rs. 2,867 Million compared to Rs. 3,477 Million as on B. RESULTS OF OPERATIONS
31st March 2008.
The following table sets forth certain income
10. Current Liabilities and Provisions
statement items as well as these items as a percentage
Current liabilities and provisions were Rs. 8,708 Million of our total income for the periods indicated:

Fiscal 2009 Fiscal 2008

% %
Rs. in Million of Revenue Rs. in Million of Revenue
INCOME
Revenue from Services 43,578 100.0% 36,047 100.0%
Other Income (425) 976
Total Income 43,153 37,023

17

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CMYK

Fiscal 2009 Fiscal 2008

% %
Rs. in Million of Revenue Rs. in Million of Revenue
EXPENDITURE
Personnel Cost 14,197 32.6% 12,224 33.9%
Operating and Other Expenses 16,952 38.9% 15,616 43.3%
Depreciation 1,074 2.5% 736 2.0%
Interest 25 0.1% 100 0.3%
Total Expenditure 32,248 74.0% 28,676 79.6%
Profit before tax and exceptional items 10,905 25.0% 8,347 23.2%
Provision for Taxation (1,039) 2.4% (689) 1.9%
Profit after taxation and before exceptional item 9,866 22.6% 7,658 21.2%
Exceptional items - - (4,401) 12.2%
Net profit for the year 9,866 22.6% 3,257 9.0%
Provision in respect of earlier year written back - - 165 0.5%
Net Profit 9,866 22.6% 3,422 9.5%

1. Revenue revenue share from Europe, Americas and Rest of the

The Company derives revenue principally from
technology services provided to clients in the
telecommunications industry.
The revenue increased by 20.9% to Rs. 43,578
Million in fiscal 2009 from Rs. 36,047 Million in
fiscal 2008. This reflected an increase in the
number of clients served during the respective
years as well as an increase in the amount of
business from these clients. Revenue from Europe
as a percentage of total revenue was 68.3% in fiscal
2009 compared to 76.9% in fiscal 2008. Revenue
from the Americas increased to 25.0% in fiscal
2009 from 17.3% in fiscal 2008 while the share of
revenue attributable to the Rest of the World
segment was 6.7% in fiscal 2009 compared to 5.8%
in the previous year.
Consolidated Revenue
Consolidated Revenue for the fiscal 2009 stood at Rs.
44,647 Million compared to Rs. 37,661 Million last
fiscal, a growth of 18.5%. Consolidated revenue grew
at a CAGR of 23.5% over the last 3 years.
Consolidated revenue by Geography
Europe contributed 66.8% of the consolidated
revenue in fiscal 2009 while Americas and Rest of the
World contributed 25.4% and 7.8% respectively. The
18
World in fiscal 2008 was 73.6%, 19.4% and 7.0%
respectively.
Consolidated Revenue by Segment
For fiscal 2009, 86.8% of revenue came from TSP
segment, 5.4% from TEM, 5.6% came from BPO
segment while 2.2% from others. The revenue share
in fiscal 2008 from TSP, TEM, BPO and Others segment
was 89.2%, 5.1%, 3.5% and 2.2% respectively.
2. Other Income
Other income includes interest income, dividend
income, profit on sale of current investments,
foreign exchange gain/loss and sundry balances
written back.
Interest income mainly consists of interest
received on bank deposits. Dividend income
includes dividend received on long term investments
as well as that received on current investments.
Exchange gain/loss consists of mark to market gain/
loss on ineffective hedges, realized gain/loss and
revaluation gain/loss on translation of foreign
currency assets and liabilities.
Other income is at Rs. (425) Million in fiscal 2009
compared to Rs. 976 Million in fiscal 2008. This was
primarily due to exchange loss of Rs. 731 Million in
this fiscal.

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3. Expenditure
Particulars FY 2008-09 FY 2007-08 %Inc/(Dec)

Rs. in Million % of Revenue Rs. in Million % of Revenue

Personnel Cost 14,197 32.6% 12,224 33.9% 16.1%
Operating and
Other Expenses 16,952 38.9% 15,616 43.3% 8.6%
Depreciation 1,074 2.5% 736 2.0% 45.9%
Interest 25 0.1% 100 0.3% (75.1%)
Total Expenses 32,248 74.0% 28,676 79.6% 12.5%

Personnel cost includes salaries, wages and bonus, 5. Income taxes

contribution to provident fund and other funds and
staff welfare costs. The increase in personnel cost in
absolute value is mainly due to increase in headcount
and annual increments.
Operating and other expenses mainly include
Subcontracting costs, Travelling expenses,
Communication expenses, Rent, Repairs and
Maintenance, Office establishment costs, Software
Packages and Professional fess. The increase is due to
increase in business volumes, increase in number of
office locations in India and overseas and overall
growth in business activity.
Increase in depreciation is mainly due to increase in
investment in infrastructure and equipment to service
our growing business.
The Company incurred interest expense of Rs. 25
Million in fiscal 2009 on borrowings as compared to
Rs. 100 Million in fiscal 2008.
4. Profit before tax
Profit before tax increased by 30.7% to Rs. 10,905
Million in fiscal 2009 from Rs. 8,347 Million in fiscal
2008. Profit before tax as a percentage of revenue
was 25.0% in fiscal 2009 compared to 23.2% in fiscal
2008.
The provision of current tax, deferred tax and fringe
st
benefit tax for the year ended 31 March 2009 was
Rs. 1,039 Million as compared to Rs. 689 Million in the
previous year, a growth of 50.7%. As a percentage of
revenue, provision for taxes increased to 2.4% in fiscal
2009 from 1.9% in fiscal 2008. The effective tax rate in
these years was 9.5% and 8.3% respectively.
6. Profit after tax before exceptional items
Profit after tax before exceptional items increased by
28.8% to Rs. 9,866 Million in fiscal 2009 from Rs. 7,658
Million in fiscal 2008. Profit after tax as a percentage
of revenue was 22.6% in fiscal 2009 and 21.2% in fiscal
2008.
Consolidated PAT
Consolidated PAT before exceptional item
and minority interest for the fiscal 2009 was
Rs. 10,145 Million compared to Rs. 7,695 Million last
fiscal, a growth of 31.8%. PAT as a percentage of
revenue was 22.7% in fiscal 2009 compared to
20.4% in fiscal 2008.
C. CASH FLOW
The cash flow position for fiscal 2009 and fiscal 2008
is summarized in the table below

Rs. in Million
Particulars Fiscal

2009 2008

Net cash flow from operating activities* 12,003 2,097

Net cash flow from (used in) investing activities (6,204) (1,983)
Net cash flow from (used in) financing activities (1,645) 356
Cash and cash equivalents at the beginning of the year 765 295
Cash and cash equivalents at the end of the year 4,954 765
* includes unrealized gain/(loss) on foreign currency

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D. INTERNAL CONTROL SYSTEMS
The Company maintains adequate internal control
system, which provides, among other things,
reasonable assurance of recording the transactions
of its operations in all material aspects and of
providing protection against significant misuse or loss
of Company’s assets. The company uses an Enterprise
Resource Planning (ERP) package, which enhances the
internal control mechanism.
E. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES
INCLUDING NUMBER OF PEOPLE EMPLOYED
Despite economic slowdown, Company continued to
make addition to its human resources during fiscal
2009. The Company had a net addition of 2,088
(previous year 3,135) employees mainly through
campus recruitment in addition to lateral hiring. The
st
global headcount of the Company as on 31 March
st
2009 was 24,972 compared to 22,884 as on 31 March
2008, a growth of 9.1%. The Company used various
sources for attracting talent during the year. It hired
20
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Engineering Graduates and Science Graduates for
technical positions whereas MBA’s were recruited from
premier management institutes such as IIM’s, ISB, XLRI,
London Business School etc. for the future leadership
positions.
The IT attrition rate for the year 2009 and 2008 was
18.7% and 24.7% respectively. The Company has been
working towards containing the attrition rate by
continuously investing in learning and development
programs for associates, competitive compensation,
creating a compelling work environment, empowering
associates at all levels as well as a well-structured
reward and recognition mechanism.
The Company believes in promoting and nurturing
work environment which is conducive to the
development and growth of an individual employee,
by employing the best HR practices such as
performance management, reward and recognition
policy, leadership development program, succession
planning, open work culture and effective employee
communication.
CMYK

CORPORATE GOVERNANCE REPORT

I. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE:
Your Company believes that Corporate Governance is a set of guidelines to help fulfill its responsibilities to all its
stakeholders. It is a voluntary code of self-discipline to ensure that the company abides by high ethical standards. In
line with this philosophy, your Company follows healthy Corporate Governance practices and reports the same to
the shareholders. Although the Company’s shares were listed on 28th August 2006, your Directors have been reporting
the initiatives on Corporate Governance adopted by your Company for the last 8 years.
II. BOARD OF DIRECTORS:
Your Company has a balanced mix of eminent executive, non-executive and independent directors on the Board.
The total strength of Board of Directors is fourteen. Your Company has a Non-executive Chairman who is from the
Promoter Group and the number of independent directors is seven which is half of the total strength of the Board as
required by the amended provisions of the Listing agreement. The number of Non-Executive Directors is thirteen
which is more than 50% of the total number of Directors.
As mandated by clause 49 of the Listing Agreement, none of the Directors is a member of more than ten Board level
committees nor is any of them a Chairman of more than five committees in which they are members.
The Company is managed by the Vice Chairman, Managing Director & CEO and the Management Team. The Board
reviews and approves strategy and oversees the performance to ensure that the long term objectives of enhancing
stakeholder value are met.
The Independent Directors and the Senior Management have made disclosures to the Board confirming that there
are no material financial and/or commercial transactions between them and the Company which could have potential
conflict of interest with the Company at large. The Directors of the Company are not inter-se related to each other.
The Board meets at least four times a year and the maximum gap between two meetings is not more than four
months. During the year 2008-09, 6 meetings of the Board of Directors were held on 19th May 2008, 21st July 2008,
21st October 2008, 23rd January 2009, 29th January 2009 and 19th March 2009.
Agenda papers for Board Meetings containing all necessary information / documents are made available to the
Board in advance to enable the Board to discharge its responsibilities effectively and take informed decisions. In
some instances, documents are tabled at the meetings and the concerned manager also makes presentations to the
Board or its Committees.
The names and categories of the Directors on the Board, their attendance at the Board and the Annual General
Meeting held during the year and the number of Directorships and Committee Chairmanships / Memberships held
by them in other companies as on 31st March 2009 are given below:
Sr. Name Category No. of Board Attendance at the Directorship in No. of Committee positions
No. Meetings AGM held on other held in other
attended (Held = 6) 22nd July 2008 Companies (*) public companies (**)
As Chairman As Member
1. Mr. Anand G. Mahindra Non-Executive Chairman 51 Yes 11 Nil 1
2. Hon. Akash Paul Non-Executive, Independent 4 Yes Nil Nil Nil
3. Mr. Al-Noor Ramji Non-Executive 22 No Nil Nil Nil
4. Mr. Anupam Puri Non-Executive, Independent 31 No 4 Nil Nil
5. Mr. Arun Seth Non-Executive 4 Yes 2 Nil 1
6. Mr. Bharat N. Doshi Non-Executive 6 Yes 8 2 1
7. Mr. B.H. Wani Non-Executive, Independent N.A. N.A. 1 Nil 1
8. Mr. Clive Goodwin Non-Executive 42 Yes Nil Nil Nil
9. Mr. M. Damodaran Non-Executive, Independent 22 N.A. 3 Nil Nil
10. Mr. Paul Zuckerman Non-Executive, Independent 41 Yes 2 Nil 1
11. Dr. Raj Reddy Non-Executive, Independent 42 Yes Nil Nil Nil
12. Mr. Ravindra Kulkarni Non-Executive, Independent N.A. N.A. 8 2 5
13. Mr. Vineet Nayyar Vice Chairman,
Managing Director & CEO 51 Yes 4 Nil Nil
14. Mr. Ulhas N. Yargop Non-Executive 6 Yes 6 2 1
Mr. Paul Ringham Alternate to Mr. Clive Goodwin 02 No Nil Nil Nil
1
In addition, participated in one meeting through teleconference
2
In addition, participated in two meetings through teleconference
(*) This does not include private companies, foreign companies and companies under Section 25 of the Companies Act, 1956
(**) Committees considered are Audit Committee and Investor Grievances Committee, excluding that of Tech Mahindra Limited

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Necessary information as required by Annexure 1A to Clause 49 of the Listing agreement is placed before the Board.
During the year, three independent directors namely Mr. M. Damodaran, Mr. Ravindra Kulkarni and Mr. B. H. Wani were
inducted as Additional Directors on the Board.
Directors seeking appointment/re-appointment : Mr. Anupam Puri, Mr. Paul Zuckerman and Dr. Raj Reddy retire
by rotation and being eligible, have offered themselves for re-appointment. Mr. M. Damodaran, Mr. B. H. Wani and
Mr. Ravindra Kulkarni were appointed as Additional Directors during the year and hold office upto the date of the
ensuing Annual General Meeting. As required by clause 49 IV(G)(i) of the Listing Agreement, details of Directors
seeking appointment/re-appointment are set out at the end of this Report.
CEO / CFO Certification
As required under Clause 49 V of the Listing Agreement with the Stock Exchanges, the Vice Chairman, Managing
Director & CEO and the Chief Financial Officer of the Company have certified to the Board regarding Financial
Statements for the year ended 31st March 2009.
Code of Conduct
All the Directors and senior management personnel have affirmed compliance with the Code of Conduct/Ethics as
approved and adopted by the Board of Directors and a declaration to that effect signed by the Managing Director
and CEO is attached and forms part of this report.
Policy for prohibition of Insider Trading
In compliance with the provisions of SEBI (Prohibition of Insider Trading) Regulations, 1992, (as amended from time
to time) and to preserve the confidentiality and prevent misuse of unpublished price sensitive information, the
Company has adopted a policy for prohibition of Insider Trading for Directors and specified employees of the
Company, relating to dealing in the shares of the Company.
This policy also provides for periodical disclosures from employees as well as pre-clearance of transactions by such
persons.
III. RISK MANAGEMENT:
Your Company has a well-defined risk management framework in place. The risk management framework adopted
by the Company is discussed in detail in the Management Discussion and Analysis section of this Annual Report.
Your Company has established procedures to peridocally place before the Board, the risk assessment and minimisation
procedures being followed by the Company and steps taken by it to mitigate these risks.

IV. COMMITTEES OF THE BOARD:

In compliance with the Listing Agreements (both mandatory and non-mandatory) and the SEBI Regulations, the
Board has constituted a set of committees with specific terms of reference and scope to deal with specified matters
expediently. The details of the committees constituted by the Board are given below:
A. AUDIT COMMITTEE:
The Audit Committee of the Board of Directors has been constituted in line with the provisions of Section 292A of
the Companies Act, 1956, read with Clause 49 of the Listing Agreement. The Committee meets at least four times a
year and the maximum gap between two meetings is not more than four months.
1. The composition of the Audit Committee and particulars of meetings attended by the members is as below:
Four meetings of the Audit committee were held during the Financial Year 2008-09. The meetings were held on
17th May 2008, 21st July 2008, 20th October 2008 and 23rd January 2009.
During the year, Mr. Paul Zuckerman was appointed as Chairman of the Audit Committee with effect from 19th May
2008 for a period of six months. Mr. Anupam Puri took over as the Chairman of the Audit Committee from
19th November 2008 onwards.
During the year, Mr. M. Damodaran was inducted on the Committee with effect from 22nd July 2008 and Mr. Ulhas N.
Yargop was inducted on 21st October 2008.

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The details of the composition of Audit Committee and the number of meetings attended by its members are given
below:

Name of Director Category Number of Audit Committee

meetings attended (Held = 4)
Mr. Anupam Puri,
Chairman (1st April 2008 to 18th May 2008
and 19th November 2008 onwards) Non-Executive, Independent 2
Mr. Clive Goodwin Non-Executive 3
Mr. M. Damodaran
(with effect from 22nd July 2008) Non-Executive, Independent 2
Mr. Paul Zuckerman
(Chairman from 19th May 2008 to
18th November 2008) Non-Executive, Independent 4
Dr. Raj Reddy Non-Executive, Independent 4
Mr. Ulhas N. Yargop (with effect from
21st October 2008) Non Executive 1
The necessary quorum was present at all the meetings.
2. Recommendations of the committee:

All the recommendations of the Audit Committee were accepted by the Board of Directors.

3. Brief terms of reference:

The terms of reference of this Committee are very wide. Besides having access to all the required information
within the Company, the Committee can obtain external professional advice whenever required. The Committee
acts as a link between the Statutory and the Internal Auditors and the Board of Directors of the Company. It is
authorised to select and establish accounting policies, review reports of the Statutory and the Internal Auditors
and meet with them to discuss their findings, suggestions and other related matters. The Committee is empowered
to review the remuneration payable to the Statutory Auditors and to recommend a change in Auditors, if felt
necessary. It is also empowered to review Financial Statements and investments of unlisted subsidiary companies,
Management Discussion and Analysis and material individual transactions with related parties not in normal
course of business or which are not on an arm’s length basis. Generally all items listed in Clause 49 II (D) of the
Listing Agreement are covered in the terms of reference. The Audit Committee has been granted powers as
prescribed under Clause 49 II (C).

The Meetings of the Audit Committee are, generally, also attended by the Vice Chairman, Managing Director & CEO,
President – International Affairs, President – Strategic Initiatives, Chief Financial Officer (CFO), the Statutory Auditors
and the Internal Auditor.

Mr. Paul Zuckerman, the then Chairman of the Committee, was present at the Annual General Meeting of the
Company held on 22nd July 2008.

The Assistant Company Secretary is the Secretary to the Committee.

Necessary information as required by Clause 49 II (E) of the Listing Agreement is reviewed by the Audit Committee.

B. COMPENSATION (REMUNERATION) COMMITTEE:

1. The composition of the Compensation Committee and particulars of meetings attended by the members is as
below:

Four meetings of the Compensation Committee were held during the Financial Year 2008-09. The meetings were
held on 19th May 2008, 21st July 2008, 20th October 2008 and 23rd January 2009.

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The details of the composition of the Compensation Committee and the number of meetings attended by its
members are given below:
Name of Director Category Number of Compensation Committee
meetings attended (Held =4)
Hon. Akash Paul, Chairman Non-Executive, Independent 4
Mr. Anupam Puri
(with effect from 19th May 2008) Non-Executive, Independent 2
Mr. Arun Seth Non-Executive 2*
Mr. Paul Zuckerman
(with effect from 19th May 2008) Non-Executive, Independent 3
Mr. Ulhas N. Yargop Non-Executive 4
* In addition, participated in one meeting through teleconference
The necessary quorum was present at all the meetings.
2. Brief terms of reference:
The Compensation committee was constituted for the purpose of determining the terms and conditions including
the remuneration payable to Managing Director of the Company as well as the Employee Stock Option Plans (ESOPs)
of the Company.
3. Remuneration Policy:
While deciding on the remuneration for Directors, the Board and Compensation Committee consider the performance
of the Company, the current trends in the industry, the qualifications of the appointee(s), their experience, past
performance and other relevant factors. The Board / Committee regularly keeps track of the market trends in terms
of compensation levels and practices in relevant industries through participation in structured surveys. This information
is used to review the Company’s remuneration policies.
4. Compensation of Directors:
i. Remuneration to Non-Executive Directors:
Your Non-Executive Directors are entitled to sitting fees and/or commission and reimbursement of actual
expenses for attending the Board/Committee meetings. Presently, the Company does not pay sitting fees to its
Directors. The eligible Non-Executive Directors are paid commission upto a maximum of 1% of the net profits of
the Company, as specifically computed in line with the provisions of the Companies Act,1956 for this purpose.
An amount of Rs. 21.30 Million towards commission has been provided as payable to the eligible Non-Executive
Directors in the accounts of the current year. The number of stock options granted till date to the Non-Executive
Directors and the commission of Rs. 17.83 Million (provided in the accounts for the year ended 31st March 2008),
paid to them during the year is as under:
Sr. Name of Commission for FY 2008, Stock options granted till date
No. Non-Executive Director paid during the current year (Rs.)
1. Mr. Anand G. Mahindra N.A. N.A.
2. Hon. Akash Paul 2,228,240 30,000
3. Mr. Al-Noor Ramji 2,148,660 20,000
4. Mr. Anupam Puri 2,307,820 25,000
5. Mr. Arun Seth 2,148,660 25,000*
6. Mr. Bharat N. Doshi N.A. 20,000
7. Mr. B. H. Wani N.A. N.A.
8. Mr. Clive Goodwin 2,228,240 25,000
9. Mr. M. Damodaran N.A. 20,000
10. Mr. Paul Zuckerman 2,228,240 20,000
11. Dr. Raj Reddy 2,307,820 30,000
12. Mr. Ravindra Kulkarni N.A. N.A.
13. Mr. Ulhas N. Yargop 2,228,240 35,000
Total 17,825,920 250,000

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All Directors except Mr. Paul Zuckerman and Mr. M. Damodaran have been granted stock options under ESOP 2000.
Mr. Paul Zuckerman and Mr. M. Damodaran have been granted stock options under ESOP 2006.

All these options (except those granted to Mr. M. Damodaran) are granted prior to the listing of Company’s shares,
based on the annual valuation by an independent chartered accountant. The options granted to Mr. M. Damodaran
during Financial Year 2008-09 were in line with the provisions of the SEBI (Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999. Under ESOP 2000, options vest over a period of three years in the ratio of
33%, 33% and 34%.Under ESOP 2006, options vest over five years in the ratio of 10%, 15%, 20%, 25% and 30%.

* 5,000 options lapsed pursuant to his resignation from the Board in his earlier appointment.

ii. Remuneration paid / payable to Managing Director for the year ended 31st March 2009:

Remuneration to Managing Director is fixed by the Compensation Committee and thereafter approved by the
shareholders at a General Meeting.

Following is the remuneration paid / payable to the Managing Director during the year ended 31st March 2009:
Rs. in Million
Director Salary Company’s Benefits, Commission Total Contract No. of options
contribution perquisites & Period/ (under
to Provident allowances Notice Period ESOP 2004)
Fund
Mr. Vineet Nayyar, 15.91 0.82 0.32 6.35 23.40 17th January 2005 3,406,620
Vice Chairman, to 16th January
Managing Director 2010 / Notice
& CEO period is 3 months

5. Details of Equity Shares of the Company held by the Directors as on 31st March 2009 are as below:
Sr. No. Name of Director No. of shares held % to total paid-up Capital
1. Mr. Anand G. Mahindra 47,138 0.04
2. Hon. Akash Paul 14,355 0.01
3. Mr. Anupam Puri 25,000 0.02
4. Mr. Arun Seth 2,712 0.00
5. Mr. Bharat N. Doshi 18,831 0.02
6. Dr. Raj Reddy 10,000 0.01
7. Mr. Ravindra Kulkarni 1,037 0.00
8. Mr. Vineet Nayyar 1,215,608 0.99
9. Mr. Vineet Nayyar+ 26,600 0.02
10. Mr. Ulhas N. Yargop 25,010 0.02
Total 1,386,291 1.14
+
Held jointly
Except the above, none of the other Directors holds any shares of the Company.
C. INVESTOR GRIEVANCES-CUM-SHARE TRANSFER COMMITTEE:
The Board of Directors constituted the Investor Grievances-cum-Share Transfer Committee of the Board at its meeting
held on 4th May 2006. Mr. Ulhas N. Yargop, a Non-Executive Director is the Chairman of the Committee. Mr. Vineet
Nayyar and Mr. Clive Goodwin are the other members of the Committee. Mr. Vikrant C. Gandhe, Assistant Company
Secretary is the Compliance Officer. During the year, the Committee passed a circular resolution on 26th August 2008
for transfer of shares / issue of duplicate share certificates and held a meeting on 23rd January 2009 for review of the
status of investor complaints.

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Terms of reference:
The Investor Grievances-cum-Share Transfer Committee looks into redressal of shareholder and investor complaints,
issue of duplicate/ consolidated share certificates, allotment and listing of shares and review of cases for refusal of
transfer/ transmission of shares and debentures and reference to statutory and regulatory authorities.
The Company also has an Investor Relations Department focused on servicing the needs of the investors, analysts,
brokers and the general public. The status of complaints received and resolved during the year is as under:
Opening balance of Number of Shareholders’ Number of Shareholders’ Number of Shareholders’
the number of complaints / requests complaints / requests complaints / requests
Shareholders’ received during disposed during pending as on
complaints / requests the year the year 31st March 2009
as on 1st April 2008
NIL 575 574 1
Number of Complaints/requests received during the year as a percentage of total number of members as on 31st
March 2009 is 0.37%
D. EXECUTIVE COMMITTEE (a voluntary initiative of the Company) :
This Committee was formed to deal with urgent matters in the event circumstances arise requiring immediate
action of the Board of Directors before a meeting of the Board could be convened. The Committee also approves the
making of loans and investments in accordance with the guidelines prescribed by the Board.
Mr. Vineet Nayyar is the Chairman of the Committee. Mr. Ulhas N. Yargop and Mr. Clive Goodwin are the other
members of the Committee.
E. SECURITIES ALLOTMENT COMMITTEE (a voluntary initiative of the Company) [formerly known as Share Allotment
Committee]:
This Committee was formed in the year 2006 to enable the exercise and allotment of shares under ESOP. The Board
in its meeting held on 27th April 2009 renamed the Committee as “Securities Allotment Committee” to increase its
scope with power to allot any marketable securities of the Company. Mr. Vineet Nayyar is the Chairman of the
Committee. Mr. Ulhas N. Yargop and Mr. Clive Goodwin are the other members of the Committee.
V. SUBSIDIARY COMPANIES:
Clause 49 defines a material non-listed Indian subsidiary as an unlisted subsidiary, incorporated in India, whose
turnover or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated turnover or net worth
respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year. Under
this definition, the Company did not have any material non-listed Indian subsidiary during the year under review.
VI. GENERAL BODY MEETINGS:
The details of the last three Annual General Meetings of the Company and the Special Resolutions passed thereat
are as under:
Year Location of AGM Date Time Special Resolutions passed
th
2006 Mahindra Towers, 18 July 2006 2.30 p.m. NIL
Worli, Mumbai 400 018
2007 Birla Matushri Sabhagar, 20th July 2007 3.00 p.m. To amend Employee Stock Option Plan
19, New Marine Lines, (ESOP) to recover from employee
Mumbai 400 020 Fringe Benefit Tax (FBT) in respect of
any grant, vesting or exercise of stock
options under the Scheme on or after
1st April 2007
2008 Birla Matushri Sabhagar, 22nd July 2008 3.00 p.m. NIL
19, New Marine Lines,
Mumbai 400 020
During the year under review, the Company passed a Special Resolution through postal ballot for amendment of
Article 106 of the Articles of Association of the Company to increase the maximum number of Directors from twelve
(12) to fifteen (15).

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Details of voting pattern were as under:

Sr. No. Particulars No. of Postal % to the total
Ballot forms No. of shares number of shares
representing
valid votes
(a) Total Postal Ballot forms received 5,087 102,595,300 —
(b) Invalid Postal Ballot forms (630) (53,565) —
(c) Valid Postal Ballot forms 4,457 102,541,735 100.00
(d) Votes in favour of the resolution 3,869* 102,512,725 99.97
(e) Votes against the resolution 589* 29,010 0.03
* One shareholder has voted both in favour and against.
Person who conducted the Postal Ballot exercise: Mr. Jayavant B. Bhave, Practising Company Secretary was the
scrutinizer for the exercise.
The procedure for Postal Ballot is as per section 192A of the Companies Act, 1956 and Rules made thereunder
namely Companies (Passing of Resolution by Postal Ballot) Rules, 2001.
No resolution is proposed to be passed through postal ballot.
VII. DISCLOSURES:
i) There have been no materially significant transactions, pecuniary transactions or relationships between the
Company and directors, management, subsidiary or related parties except those disclosed in the financial
statements for the year ended 31st March 2009.
ii) There were no non-compliances by the Company, nor were any penalties, strictures imposed on the Company
by Stock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, during the
period from 28th August 2006 (date of listing of the Company’s equity shares) to 31st March 2009.
iii) No personnel has been denied access to the Audit Committee.
iv) The Company has complied with the mandatory requirements of Clause 49.
v) The Company has complied with the following non-mandatory requirements as prescribed in Annexure I D to
Clause 49 of the Listing Agreement with the Stock Exchanges :
(a) The Company has set up a Compensation (Remuneration) Committee long before it got listed. Please see
the para on Compensation Committee for details.
(b) During the period under review, there is no audit qualification in the Company’s financial statements. The
Company continues to adopt best practices to ensure regime of unqualified financial statements.
VIII. COMMUNICATION OF RESULTS:
• The Company has 156,162 shareholders as on 31st March 2009. The main channels of communication to the
shareholders is through the annual report which includes inter alia, the Directors’ report, the report on Corporate
Governance and the quarterly and annual audited financial results advertisements.
• The website of the Company www.techmahindra.com acts as the primary source of information regarding the
operations of the Company.
The quarterly, half-yearly and annual results of the Company are published in leading newspapers in India
which include Business Standard, Economic Times and Maharashtra Times. The results are also displayed on the
Company’s website www.techmahindra.com. Official Press Releases made by the Company from time to time
are also displayed on the website. A Fact sheet providing a gist of the quarterly, half yearly and annual results of
the Company is displayed on the Company’s website. The Company was regularly posting information relating
to its financial results and shareholding pattern on Corporate Filing and Dissemination system (CFDS)
viz.www.corpfiling.co.in.
• A Management Discussion and Analysis forms part of this Annual Report.

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IX. GENERAL SHAREHOLDER INFORMATION:

1. Annual General Meeting:
Date Thursday, 23rd July 2009
Time 3.00 P.M.
Venue Birla Matushri Sabhagar,19, New Marine Lines, Mumbai – 400 020
2. Financial year: The financial year is 1st April to 31st March.
Financial Calendar:
Tentative schedule (subject to change) Likely Board Meeting schedule
th
Financial reporting for the quarter ending 30 June 2009 Second fortnight of July 2009
Financial reporting for the quarter ending 30th September 2009 Second fortnight of October 2009
st
Financial reporting for the quarter ending 31 December 2009 Second fortnight of January 2009
st
Financial reporting for the quarter ending 31 March 2010 Second fortnight of April 2010
Annual General Meeting for the year ending 31st March 2010 Second fortnight of July 2010
nd rd
3. Book Closure: 22 July 2009 to 23 July 2009 for the purpose of Annual General Meeting.
4. Listing on Stock Exchanges: The Company’s equity shares are listed on The National Stock Exchange of India
Limited (NSE) and Bombay Stock Exchange Limited (BSE). Listing Fee for FY 2009-10 has been paid in full for
both the stock exchanges.
5. Stock Code:
National Stock Exchange of India Limited - TECHM
Bombay Stock Exchange Limited - 532755
6. Demat International Security Identification Number (ISIN) in NSDL and CDSL for equity shares:
INE669C01028
7. Market Price Data : High, Low during each month in last financial year:
Month Equity Shares
NSE BSE
High (Rs.) Low (Rs.) High (Rs.) Low (Rs.)
April 2008 950.00 691.00 954.00 691.00
May 2008 984.60 805.55 990.00 801.00
June 2008 875.00 703.00 878.00 700.00
July 2008 791.90 628.25 799.00 629.20
August 2008 822.70 731.25 818.50 731.05
September 2008 825.00 565.10 822.70 570.00
October 2008 639.40 298.10 639.00 299.00
November 2008 354.90 216.65 358.00 216.10
December 2008 289.80 220.00 289.80 219.60
January 2009 340.00 205.00 325.00 203.70
February 2009 288.00 215.25 290.10 223.00
March 2009 294.60 240.40 294.80 240.50

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8. Performance in comparison to broad-based indices such as NSE (NIFTY), BSE Sensex index etc.:
The performance of the Company’s shares relative to the NSE (NIFTY) Index is given in the chart below:

TECH M Nifty
2000 7500

1600 6000
Tech Mahindra on NSE

S & P CNX NIFTY

1200 4500

800 3000

400 1500

0 0
Apr-08 May-08 Jun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-09

Last trading day of the month

9. Registrar and Transfer Agents:

During the year, our Registrar and Transfer Agents i.e. ‘Intime Spectrum Registry Limited’ changed its name to
‘Link Intime India Private Limited ’. Share transfer, dividend payment and all other investor related matters are
attended to and processed by the Company’s Registrar and Transfer Agents:

Link Intime India Private Limited

Block No. 202, 2nd Floor,
Akshay Complex,
Near Ganesh Temple,
Off Dhole Patil Road,
Pune 411 001

Tel No. +91 20 2605 3503, 2605 1629, 6520 3395,

Fax: +91 20 2605 3503
Contact Person: Mr. Bhagavant Sawant
Email address: bhagavant.sawant@linkintime.co.in

10. Share Transfer System:

The Company’s shares are covered under the compulsory dematerialization list and are transferable through the
depository system. Shares sent for transfer in physical form are registered and returned within a period of thirty
days from the date of receipt of the documents, provided the documents are valid and complete in all respects.

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11. Distribution of shareholding as on 31st March 2009:

No. of Equity
Shareholders Equity shares held
Shares held
No. of Shareholders % to Total No. of shares % to Total
001 - 500 154,008 98.62 5,419,916 4.45
501 - 1000 1,093 0.70 823,255 0.68
1001 - 2000 555 0.36 797,758 0.65
2001 - 3000 158 0.10 390,234 0.32
3001 - 4000 81 0.05 287,472 0.24
4001 - 5000 47 0.03 215,952 0.18
5001 - 10000 100 0.06 719,303 0.59
10,001 & above 120 0.07 113,079,744 92.89
Total 121,733,634 100.00

Shareholding Pattern as on 31st March 2009 :

Category No. of shares held % to Total
Promoters holdings 101,424,813 83.32
Public Share holding:
Mutual Funds 1,872,855 1.54
Banks, Financial Institutions & others 263,131 0.22
Insurance Companies 256,637 0.21
Foreign Institutional Investors 1,653,080 1.36
Bodies Corporate 2,468,410 2.02
NRI/Foreign Nationals 521,418 0.43
Indian Public 13,273,290 10.90
Total 121,733,634 100.00

12. Dematerialization of shares and liquidity:

91.69 % of the total equity share capital of the Company is held in a dematerialized form with National Securities
Depository Limited and Central Depository Services (India) Limited as on 31st March 2009. The market lot is one
share as the trading in equity shares of the Company is permitted only in dematerialized form. Other than the
capital which is locked post IPO for the specified periods, the stock is highly liquid.

13. Outstanding GDRs / ADRs / Warrants or any Convertible instruments, conversion date and likely impact
on equity:

As on 31st March 2009, the Company did not have any outstanding GDRs/ADRs/Warrants or any convertible
instruments (excluding ESOPs).

14. Plant Locations:

The Company is in software business and does not require any manufacturing plants but it has software
development centres in India and abroad. The addresses of the global development centres / offices of the
Company are given elsewhere in the annual report.

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15. Address for correspondence:

Shareholders’ Correspondence: Shareholders may correspond with –
i) Registrar & Transfer Agents for all matters relating to transfer / dematerialization of shares, payment of
dividend, IPO refunds / demat credits at :
Link Intime India Private Limited
Block No. 202, 2nd Floor
Akshay Complex
Near Ganesh Temple
Off Dhole Patil Road
Pune 411 001
Tel No. +91 20 2605 3503, 2605 1629, 6520 3395,
Fax: +91 20 2605 3503
Contact Person : Mr. Bhagavant Sawant
Email address: bhagavant.sawant@linkintime.co.in
ii) Respective Depository Participants for shares held in demat mode.
iii) For all investor related matters:
Mr. Vikrant C. Gandhe
Assistant Company Secretary
Tech Mahindra Limited
Sharada Centre, Erandawane
Pune 411 004, INDIA
Tel No. +91 20 6601 8100
Email address: investor.relations@techmahindra.com

DETAILS PURSUANT TO CLAUSE 49 IV (G) (i) OF THE LISTING AGREEMENT

IN RESPECT OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT
Mr. Anupam Puri
Mr. Anupam Puri is a Non-Executive Independent Director of the Company. He was a management consultant with
McKinsey for 30 years, working with companies, governments and multilateral agencies on strategy and organization. He
founded McKinsey’s practice in India. Since 2000, he has served as Non-Executive Director of several Indian companies.
His education includes a B.A. in Economics from Delhi University and M.A. and M.Phil. degrees in Economics from Oxford
University.
Mr. Puri is a Director of Dr. Reddy’s Laboratories Limited (also Chairman - Governance Committee), ICICI Bank Limited (also
Member - Board Governance and Remuneration Committee), Mahindra & Mahindra Limited and Mumbai Mantra Media
Limited.
Mr. Puri holds 25,000 shares in the Company.

Mr. Paul Zuckerman

Mr. Paul Zuckerman is a Non-Executive Independent Director of the Company. He is the Chairman and Chief Executive
Officer of Zuckerman & Associates Limited, which advises technology and life science related start ups and works with
strategic and venture capital sources of finance. He has obtained a B.A. and M.A. in Economics and a Higher National
Diploma in Agricultural Economics from Trinity College, Cambridge University. He also holds a Ph.D. in Agricultural
Economics from Reading University, United Kingdom. He is an Independent Director on a number of international Boards
and was Deputy Chairman of Icap plc.
Mr. Zuckerman is a Director of Blackrock UK Equity Hedge Fund Limited, Blackrock European Opportunities Hedge Fund
Limited, Blackrock Natural Resources Hedge Fund Limited, Blackrock UK Emerging Companies Hedge Fund Limited,
Blackrock Eurasian Frontiers Hedge Fund Limited, Blackrock Funds of Alternatives SPC, Blackrock Aletsch Fund Limited,

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Blackrock Aletsch Master Fund Limited, Blackrock Middle East & North Africa Opportunities Fund Limited, Blackrock
Middle East & North Africa Opportunities Master Fund Limited, Blackrock Global Macro Hedge Fund Limited, Pall Mall
Capital Limited, Westgate Hall Nominees Plc., Burnham Overy Boathouse Limited, Art Funds Services Limited, Zuckerman
& Associates Limited, JM Financial Limited, ArcelorMittal Las Truchas, S.A. de C.V., AreclorMittal Vinton Inc., AreclorMittal
Brasil S.A., AreclorMittal Mexico S.A. de C.V., Great Eastern Energy Corp. Limited, Iceni Mobile Limited, Westminster Garden
Properties Limited.
Mr. Zuckerman is a Member of the Audit Committee of Great Eastern Energy Corporation Limited.
Mr. Zuckerman does not hold any shares in the Company.

Dr. Raj Reddy

Dr. Raj Reddy is a Non-Executive Independent Director of the Company. Presently he is the Mozah Bint Nasser University
Professor of Computer Science and Robotics in the School of Computer Science at the Carnegie Mellon University and
has been on the faculty of the Carnegie Mellon University, USA since 1969. His research interests include the study of
human-computer interaction and artificial intelligence. He has been awarded the Legion of Honour by President of
France in 1984 and the Padma Bhushan by President of India in 2001. His education includes B.E., M. Tech. and Ph.D.
(Computer Science).
Dr. Reddy is a Director of 3com Inc. and is also a Member of its Technical Committee.
Dr. Reddy holds 10,000 shares in the Company.

M. M. Damodaran
Mr. M. Damodaran is a Non-Executive Independent Director of the Company. He has recently completed his tenure as the
Chairman of Securities and Exchange Board of India (SEBI). As Chairman, he was instrumental in setting the pace for
appropriate regulation of the securities market in India. His initiatives at SEBI have resulted in India’s financial markets
being recognized as being amongst the best regulated in the world. Mr. Damodaran’s prior appointments include Chairman
of IDBI and Chairman of UTI. Earlier, he was Joint Secretary (Banking Division), Ministry of Finance for five years. He was
also a member of the Indian Administrative Service and has served as Chief Secretary, Government of Tripura, apart from
various assignments with the Central Government at the Ministry of Finance, Ministry of Commerce and Ministry of
Information & Broadcasting. He holds degrees in Economics and Law from the Universities of Madras and Delhi.
Mr. Damodaran is a Director of Hero Honda Motors Limited, SREI Sahaj e-village Limited, ING Vysya Bank Limited and ING
Investment Management (India) Private Limited.
Mr. Damodaran does not hold any shares in the Company.

Mr. B. H. Wani
Mr. B. H. Wani is a Non-Executive Independent Director of the Company. He is a senior solicitor and advocate practicing in
the Bombay High Court, at Mumbai for the last 40 years. Subsequent to his retirement as senior partner of Little & Co., he
is practicing more in advisory capacity. During his career, he has independently handled civil matters of corporate bodies
of India and abroad, relating to sale and purchase of properties, matters covering formation of companies, joint ventures,
collaborations, trademarks etc. and resolving issues relating to commercial laws, corporate laws including company law,
banking, arbitration law, monopolies, mergers and takeovers. His education inludes B.A. and LL.B.
Mr. Wani is a Director of Toyo Engineering India Limited and also a Member of its Audit Committee.
Mr. Wani does not hold any shares in the Company.

Mr. Ravindra Kulkarni

Mr. Ravindra Kulkarni is a Non-Executive Independent Director of the Company. He is Senior Partner, Khaitan & Co.,
Advocates and member of Bar Council of Maharashtra & Goa. He has immense experience in all aspects of Corporate Law,
Mergers & Acquisitions, cross-border transactions in Capital Markets, Securities Law, Restructuring, Foreign Collaboration,
etc. He advises a range of large Indian and multinational clients in various business sectors. He is also on the Board of
various public listed companies in India. His education includes B.Sc. and LL.M.
Mr. Kulkarni is a Director of Caprihans India Limited (also Chairman - Audit Committee, Member - Shareholders’ / Investors
Grievance Committee and Remuneration Committee), Elantas Beck India Limited (also Chairman - Audit Committee,
Member - Shareholders’ / Investors Grievance Committee), Mahindra & Mahindra Contech Limited, Mahindra & Mahindra
Limited (also Member - Audit Committee, Shareholders’ / Investors Grievance Committee), Shamrao Vithal Co-Op Bank
Limited, Entertainment Network of (India) Limited (also Member - Audit Committee and Remuneration Committee), Ineos
ABS (India) Limited and Alternate Brand Solutions (India) Limited.
Mr. Kulkarni holds 1,037 shares in the Company.

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DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND

SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY’S CODE OF CONDUCT
PURSUANT TO CLAUSE 49 OF THE LISTING AGREEMENT
As required by Clause 49 I (D) (ii) of the Listing Agreement, this is to confirm that the Company has adopted a Code of
Conduct for all Board Members and Senior Management of the Company. The Code is available on the Company’s web
site.
I confirm that the Company has in respect of the financial year ended 31st March 2009, received from the senior
management team of the Company and the Members of the Board, a declaration of compliance with the Code of
Conduct as applicable to them.
For the purpose of this declaration, Senior Management Team comprises of employees in the President and Executive
Vice President cadre as on 31st March 2009, Chief Financial Officer and Chief Business Development Officer of the Company.

For Tech Mahindra Limited

20th April 2009 Vineet Nayyar

Vice Chairman, Managing Director & CEO

CERTIFICATE
To the Members of Tech Mahindra Limited
We have examined the compliance of the conditions of Corporate Governance by Tech Mahindra Limited (the Company)
for the year ended on March 31, 2009, as stipulated in Clause 49 of the Listing Agreement of the Company with the stock
exchanges.
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions
of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company.
In our opinion and to the best of our information and according to the explanations given to us and the representations
made by the directors and the management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in the abovementioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.

For Deloitte Haskins & Sells

Chartered Accountants

Hemant M. Joshi
Place: Pune Partner
Date: April 27, 2009 Membership No. 38019

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Financial Statements of Tech Mahindra Limited

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AUDITORS’ REPORT
To the Members of Tech Mahindra Limited
1. We have audited the attached Balance Sheet of TECH MAHINDRA LIMITED (“the Company”) as at March 31, 2009,
and also the Profit and Loss Account and the Cash Flow Statement for the year ended on that date, both annexed
thereto. These financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
3. As required by Companies (Auditor’s Report) Order, 2003 issued by the Central Government in terms of section 227
(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4
and 5 of the said Order.
4. Further, to our comments in the Annexure referred to in paragraph 3 above, we report that:
a) we have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit;
b) in our opinion, proper books of account as required by law have been kept by the company so far as appears
from our examination of those books;
c) the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in agreement
with the books of account;
d) in our opinion the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report
comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act,
1956;
e) on the basis of written representations received from the directors as on 31st March, 2009 and taken on record
by the Board of Directors, we report that none of the directors is disqualified as on 31st March, 2009 from being
appointed as a director in terms of clause (g) of sub- section (1) of section 274 of the Companies Act, 1956; and
f) In our opinion and to the best of our information and according to the explanations given to us, the said
accounts, give the information required by the Companies Act, 1956, in the manner so required and give a true
and fair view in conformity with the accounting principles generally accepted in India:
i) in the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2009;
ii) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For Deloitte Haskins & Sells

Chartered Accountants
Hemant M. Joshi
Hyderabad Partner
Dated: 27th April , 2009 Membership No. 38019

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ANNEXURE TO THE AUDITORS’ REPORT

(Referred to in Paragraph 3 of our report of even date)
i) The nature of the Company’s activities are such that clauses (xiii) and (xiv) of paragraph 4 of the Companies
(Auditor’s Report) Order, 2003 are not applicable to the Company for the year.
ii) (a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
(b) As explained to us, the fixed assets are physically verified by the management according to a phased programme
designed to cover all the items at reasonable intervals, having regard to the size of the Company and the
nature of its assets. Pursuant to the programme, the major portion of these fixed assets, have been physically
verified by the management during the year and no material discrepancies were noted on such verification.
(c) The fixed assets disposed off during the year, in our opinion, do not constitute substantial part of the fixed
assets of the Company and such disposal has, in our opinion, not affected the going concern status of the
Company.
iii) (a) The Company has conducted physical verification of inventory at reasonable intervals during the year.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical
verification of inventory followed by the Management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) In our opinion and according to the information and explanations given to us, the Company is maintaining
proper records of inventory and no material discrepancies were noticed on physical verification.
iv) In our opinion and according to the information and explanations given to us, the Company has not granted or
taken any loan, secured or unsecured, to or from companies, firms or other parties covered in the register maintained
under Section 301 of the Companies Act, 1956. Accordingly, the provisions of Sub Clauses (b), (c), (d), (f ) and (g), of
Clause 4 (iii) of Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.
v) In our opinion, and according to the information and explanations given to us, there is an adequate internal
control system commensurate with the size of the Company and nature of its business with regard to purchase of
inventory and fixed assets and sale of goods and services. During the course of our audit we have not observed
any continuing failure to correct major weaknesses in the internal control system.
vi) According to the information and explanations given to us, we are of the opinion that there are no contracts or
arrangements that need to be entered into the register referred to in Section 301 of the Companies Act, 1956.
Accordingly, the provisions of Sub Clauses (a) and (b) of Clause 4 (v) of Companies (Auditor’s Report) Order, 2003
are not applicable to the Company.
vii) The Company has not accepted any deposits from the public to which the provisions of the Sections 58(A) and
58(AA) of the Companies Act, 1956 and the rules framed there under apply.
viii) In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature
of its business.
ix) According to the information and explanations given to us, the Central Government has not prescribed maintenance
of cost records under clause (d) of sub-section (1) of Section 209 of the Act. Therefore the provisions of clause (viii)
of the Companies (Auditor’s Report) Order, 2003 is not applicable to the Company.
x) According to information and explanations given to us in respect of statutory and other dues:
(a) The company has been regular in depositing undisputed statutory dues in respect of Provident Fund, Investor
Education and Protection Fund, Employees’ State Insurance (ESI), Income-tax, Sales-tax, Wealth tax, Custom
duty, cess and any other material statutory dues. However in respect of Service Tax dues, the Company has been
generally regular in depositing with the appropriate authorities during the year.
(b) According to the information and explanations given to us, the following undisputed amounts payable in
respect of service tax dues were in arrears as at 31st March 2009 for a period of more than six months from the
date they became payable.

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Name of the Statute Nature of Dues Amount Due date Date of payment
(Rs. Million)
Central Excise Act Service Tax 10.89 May 2008 to 1st April
August 2008 2009

(c) According to information and explanations given to us there are no dues of Sales tax / Income-tax / Customs
duty / Wealth tax / Service tax / Excise duty and cess, which have not been deposited with the appropriate
authorities on account of any dispute, except in following cases:
Forum where dispute is pending Nature of dues Amount Financial Year
(Rs. in Million) to which amount relates
Assessing Officer Corporate tax 5.92 1998-1999
Assessing Officer Corporate tax 3.89 1997-1998
Commissioner of Income tax (Appeals) Corporate tax 67.88 * 2001-2002
Assessing Officer Corporate tax 0.06 * 2002-2003
Commissioner of Income tax (Appeals) Corporate tax 0.14 * 2003-2004
Commissioner of Income tax (Appeals) Corporate tax 102.48 2003-2004
Commissioner of Income tax (Appeals) Corporate tax 29.45 * 2004-2005
Commissioner of Income tax (Appeals) Corporate tax 109.23 2004-2005
Commissioner of Income Tax (Appeals) Fringe Benefit Tax 10.25 2005-2006
* in respect of erstwhile subsidiary which was amalgamated with the Company w.e.f 1st April 2008
xi) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash
losses during the financial year covered by our audit and the immediately preceding financial year.
xii) In our opinion and according to the information and explanations given to us, there are no dues payable to banks,
financial institutions or debenture holders. Accordingly, the provisions of clause 4 (xi) of the Companies (Auditor’s
Report) Order, 2003 are not applicable to the Company.
xiii) According to the information and explanations given to us, the Company has not granted any loans or advances
on the basis of security by way of pledge of shares, debentures and other securities.
xiv) According to the information and explanations given to us, the Company has not given any guarantee for loans
taken by others from banks or financial institutions.
xv) The Company has not availed any term loans during the year.
xvi) According to information and explanations given to us and on an overall examination of the Balance Sheet of the
Company, funds raised on short term basis have, prima facie, not been used during the year for long term investment.
xvii) The Company has not made any preferential allotment of shares to parties and companies covered in the Register
maintained under Section 301 of the Companies Act, 1956.
xviii) In our opinion and according to the information and explanations given to us, the Company has not issued any
secured debentures during the period covered by our audit. Accordingly, the provisions of clause 4 (xix) of the
Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.
xix) As informed to us, during the period covered by our audit report, the Company has not raised any money by public
issues.
xx) According to the information and explanations given to us, no material fraud on or by the Company was noticed or
reported during the year.

For Deloitte Haskins & Sells

Chartered Accountants
Hemant M. Joshi
Hyderabad Partner
Dated: 27th April, 2009 Membership No. 38019

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BALANCE SHEET AS AT MARCH 31, 2009

Rs. in Million
As at As at
Schedule March 31, 2009 March 31, 2008
I. SOURCES OF FUNDS :
SHAREHOLDERS’ FUNDS :
Share Capital I 1,217 1,214
Share Application Money 1 0
Reserves and Surplus II 17,592 11,070
18,810 12,284
LOAN FUNDS : III
Unsecured Loans - 950
- 950
18,810 13,234
II. APPLICATION OF FUNDS :
FIXED ASSETS : IV
Gross Block 8,962 5,505
Less : Accumulated Depreciation 4,061 2,596
Net Block 4,901 2,909
Capital Work-in-Progress, including Capital Advances 1,541 1,385
6,442 4,294
INVESTMENTS : V 4,535 2,986
DEFERRED TAX ASSET (NET) : 155 14
(refer note 25 of schedule XIII)
CURRENT ASSETS, LOANS AND ADVANCES :
Inventory 13 -
Sundry Debtors VI 8,545 10,574
Cash and Bank Balances VI 4,961 814
Loans and Advances VI 2,867 3,477
16,386 14,865
Less : CURRENT LIABILITIES AND PROVISIONS :
Current Liabilities VII 6,718 6,341
Provisions VIII 1,990 2,584
8,708 8,925
Net Current Assets 7,678 5,940
18,810 13,234
SIGNIFICANT ACCOUNTING POLICIES
AND NOTES TO ACCOUNTS XIII
As per our attached report of even date
For Deloitte Haskins & Sells For Tech Mahindra Limited
Chartered Accountants
Mr. Anand G. Mahindra Mr. Vineet Nayyar
Chairman Vice Chairman, Managing Director & CEO
Mr. Hemant M. Joshi Hon. Akash Paul Mr. Anupam Puri Mr. Arun Seth
Partner Director Director Director
Mr. Bharat Doshi Mr. B. H. Wani Mr. Clive Goodwin
Director Director Director
Mr. M. Damodaran Mr. Paul Zuckerman Dr. Raj Reddy
Director Director Director
Mr. Ravindra Kulkarni Mr. Ulhas N. Yargop Mr. Vikrant Gandhe
Director Director Asst. Company Secretary
Hyderabad, Hyderabad,
Dated : April 27, 2009 Dated : April 27, 2009

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PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009

Rs. in Million except earning per share

Year ended Year ended
Schedule March 31, 2009 March 31, 2008
INCOME :
Income from operations 43,578 36,047
Other Income (net) IX (425) 976
Total Income 43,153 37,023
EXPENDITURE :
Personnel X 14,197 12,224
Operating and Other Expenses XI 16,952 15,616
Depreciation IV 1,074 736
Interest XII 25 100
32,248 28,676
PROFIT BEFORE TAX AND EXCEPTIONAL ITEM 10,905 8,347
Provision for Tax
- Current tax [net of MAT credit of Rs. 281 million 1,086 620
(previous year Rs. Nil)]
- Deferred tax (127) 0
- Fringe benefit tax 80 69
PROFIT AFTER TAX AND BEFORE EXCEPTIONAL ITEM 9,866 7,658
Exceptional item (refer note 12 of schedule XIII) - 4,401
NET PROFIT FOR THE YEAR 9,866 3,257
Provision in respect of earlier year written back - 165
(refer note 10 of schedule XIII)
Balance brought forward from previous year 5,202 4,261
Balance available for appropriation 15,068 7,683
Final Dividend (refer note 22 of schedule XIII) 1 668
Interim Dividend 487 -
Dividend Tax (refer note 22 of schedule XIII) 83 113
Transfer to General Reserve 1,000 1,700
Balance Carried to Balance Sheet 13,497 5,202
Earning Per Share (refer note 30 of schedule XIII)
Before exceptional item (in Rs.)
- Basic 81.12 64.49
- Diluted 76.66 59.84
After exceptional item (in Rs.)
- Basic 81.12 28.21
- Diluted 76.66 26.17
SIGNIFICANT ACCOUNTING POLICIES
AND NOTES TO ACCOUNTS XIII
As per our attached report of even date
For Deloitte Haskins & Sells For Tech Mahindra Limited
Chartered Accountants
Mr. Anand G. Mahindra Mr. Vineet Nayyar
Chairman Vice Chairman, Managing Director & CEO
Mr. Hemant M. Joshi Hon. Akash Paul Mr. Anupam Puri Mr. Arun Seth
Partner Director Director Director
Mr. Bharat Doshi Mr. B. H. Wani Mr. Clive Goodwin
Director Director Director
Mr. M. Damodaran Mr. Paul Zuckerman Dr. Raj Reddy
Director Director Director
Mr. Ravindra Kulkarni Mr. Ulhas N. Yargop Mr. Vikrant Gandhe
Director Director Asst. Company Secretary
Hyderabad, Hyderabad,
Dated : April 27, 2009 Dated : April 27, 2009

39

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CASH FLOW FOR THE YEAR ENDED MARCH 31, 2009

Rs. in Million
Year ended Year ended
Particulars March 31, 2009 March 31, 2008

A. Cash flow from operating activities

Net profit before taxation and exceptional item 10,905 8,347
Less : Exceptional item - (4,401)
Add : Provision in respect of earlier year written back - 165
Net profit before taxation and after exceptional item 10,905 4,111
Adjustments for :
Depreciation / Amortisation 1,074 736
Loss on sale of Fixed Assets (net) 9 4
Provision in respect of earlier year written back - (165)
Interest expense 25 100
Decrease in fair value of current investment 1 -
Exchange loss/(gain) (net) 341 (272)
Dividend from current investments (66) (34)
Interest income (59) (38)
(Profit)/Loss on sale of current investments 64 (22)
1,389 309
Operating profit before working capital changes 12,294 4,420
Adjustments for :
Trade and other receivables 2,595 (3,068)
Trade and other payables (1,102) 1,714
1,493 (1,354)
Cash generated from operations before tax 13,787 3,066
Income taxes paid (1,784) (969)
(1,784) (969)
Net cash from / (used in) operating activities 12,003 2,097

B. Cash flow from investing activities

Purchase of Fixed Assets (2,415) (1,928)
Purchase of Current investments (including reinvested) (11,895) (2,268)
Acquisitions / Investments (91) (870)
(refer note 9, 11 and 34 of schedule XIII)
Sale of Current investments 8,064 3,017
Sale of Fixed Assets 0 3
Interest received 66 38
Dividend received on current investments 66 25
Net cash from / (used in) investing activities (6,204) (1,983)

40

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CMYK

CASH FLOW FOR THE YEAR ENDED MARCH 31, 2009 (Contd.)
Rs. in Million
Year ended Year ended
Particulars March 31, 2009 March 31, 2008
C. Cash flow from financing activities
Proceeds from issue of shares
(including Securities Premium) 30 10
Issue of equity shares - -
Share application money 1 -
Dividend (including dividend tax paid) (1,352) -
Payment of Principal on Car Lease - (14)
Proceeds/(Repayment) from/of borrowing (300) 460
Interest paid (25) (100)

Net cash from / (used in) financing activities (1,645) 356

Net increase/(decrease) in cash and cash
equivalents (A+B+C) 4,154 470
Cash and cash equivalents at the beginning of the year 765 295
Increase in Cash and cash equivalents on amalgamation 35 -
(refer note 6 (a) of schedule XIII)
Cash and cash equivalents at the end of the year 4,954 765

Notes :
1 Components of cash and cash equivalents includes Cash, Bank balances in current and deposit accounts as disclosed
under Schedule VI (b) of the accounts.
2 Purchase of fixed assets are stated inclusive of movements of capital work in progress between the commencement
and end of the year and are considered as part of investing activity.
March 31, 2009 March 31, 2008
3 Cash and cash equivalents :
Cash and Bank Balances 4,961 814
Unrealised (gain)/loss on foreign currency - -
Cash and cash equivalents (7) (49)
Total Cash and cash equivalents 4,954 765

4 Cash and cash equivalents include equity share application money of Rs. 1 Million (previous year Rs. Nil) and unclaimed
dividend of Rs. 1 million (previous year Rs.1 million).
As per our attached report of even date
For Deloitte Haskins & Sells For Tech Mahindra Limited
Chartered Accountants
Mr. Anand G. Mahindra Mr. Vineet Nayyar
Chairman Vice Chairman, Managing Director & CEO
Mr. Hemant M. Joshi Hon. Akash Paul Mr. Anupam Puri Mr. Arun Seth
Partner Director Director Director
Mr. Bharat Doshi Mr. B. H. Wani Mr. Clive Goodwin
Director Director Director
Mr. M. Damodaran Mr. Paul Zuckerman Dr. Raj Reddy
Director Director Director
Mr. Ravindra Kulkarni Mr. Ulhas N. Yargop Mr. Vikrant Gandhe
Director Director Asst. Company Secretary
Hyderabad, Hyderabad,
Dated : April 27, 2009 Dated : April 27, 2009

41

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CMYK

Schedules forming part of the Balance Sheet

Rs. in Million
As at As at
March 31, 2009 March 31, 2008
Schedule I
SHARE CAPITAL :
Authorised :
175,000,000 (previous year 175,000,000)
Equity Shares of Rs. 10/- each 1,750 1,750
1,750 1,750

Issued Subscribed and Paid up :

121,733,634 (previous year 121,362,869) Equity Shares of Rs. 10/- 1,217 1,214
each fully paid-up 1,217 1,214

Notes :
1 Out of the above 9,931,638 (previous year 9,931,638) Equity Share of Rs. 10/- each fully paid-up are held by Mahindra
BT Investment Company (Mauritius) Limited, a subsidiary of Mahindra and Mahindra Ltd. and 53,776,252 (previous
year 53,776,252) Equity Shares of Rs. 10/- each are held by Mahindra & Mahindra Ltd., the ultimate holding company.
2 The above includes 51,000,100 and 25,000,000 Equity Shares originally of Rs. 2/- each issued as fully paid-up bonus
shares by capitalisation of balance of Profit and Loss Account and General Reserve, respectively.
3 The Company had consolidated 5 Equity Shares of face value Rs. 2/- each into 1 equity share of face value Rs. 10/-
each.
4 The above includes 90,148,459 Equity Shares of Rs. 10/- each allotted as fully paid-up bonus shares by way of
capitalisation of Profit and Loss Account.
5 Refer note 23 of schedule XIII for stock options.

42

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CMYK

Schedules forming part of the Balance Sheet

Rs. in Million
As at As at
March 31, 2009 March 31, 2008

Schedule II
RESERVES AND SURPLUS :
General Reserve :
As per last Balance Sheet 2,714 1,014
Add : Transfer from Profit and Loss Account 1,000 1,700
Less : Transferred on amalgamation 1,013 -
(refer note 6(a) of schedule XIII)
2,701 2,714
Securities Premium :
As per last Balance Sheet 2,303 2,293
Add : Received during the year 27 10
2,330 2,303
(Loss)/ Profit on cash flow hedges (refer note 1 (k) (b)
of schedule XIII) (936) 851
Balance in Profit and Loss Account 13,497 5,202
17,592 11,070

Schedule III
LOAN FUNDS :
Unsecured Loans :
Overdraft from bank - 300
Inter-Corporate Deposit from subsidiary company - 650
- 950

43

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CMYK
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44
Schedules forming part of the Balance Sheet
Schedule IV
FIXED ASSETS :
Rs. in Million
GROSS BLOCK DEPRECIATION NET BLOCK
Description of assets Cost as at Additions Additions Deductions Cost as at As at Additions For Deductions Upto As at As at
April 01, on during during March 31, April 1, on the year during March 31, March 31, March 31,
2008 Amalgamation* the year the year 2009 2008 Amalgamation * the year 2009 2009 2008
Leased Assets :
Vehicles 48 - - 42 6 37 - 4 36 5 1 11
(refer note 20 of schedule XIII)
Tangible Fixed Assets :
Freehold Land 83 91 - - 174 - - - - - 174 83
Leasehold Land 325 106 5 - 436 4 2 9 - 15 421 321
Leasehold Improvements 281 - 81 5 357 61 - 117 5 173 184 220
Office Building / Premises 1,411 187 1398 - 2,996 603 81 164 - 848 2,148 808
Computers 1,658 165 244 19 2,048 983 139 417 19 1,520 528 675
Plant and Machinery 999 140 665 6 1,798 465 132 216 5 808 990 534
Furniture and Fixtures 661 116 277 30 1,024 419 112 126 28 629 395 242
Vehicles 39 8 3 3 47 24 7 10 3 38 9 15
Intangible Assets :
Intellectual property rights - 76 - - 76 - 14 11 - 25 51 -
Total 5,505 889 2,673 105 8,962 2,596 487 1,074 96 4,061 4,901 2,909
previous year 4,428 - 1,181 104 5,505 1,957 - 736 97 2,596
Capital Work-in-Progress (include capital advances ** Rs. 146 Million # (previous year Rs. 16 Million)) 1,541 1,385
Total 6,442 4,294

Note : 1) Fixed Assets include certain leased vehicles aggregating to Rs. 0 Million (previous year Rs. 14 Million) (at cost) on which vendors have a lien.
# 2) Includes capital advances of Rs.243 Million (previous year Rs. Nil ) paid towards purchase of leasehold land and building constructed on it
and inclusive of plant and machinery (Property) under an auction through Debt Recovery Tribunal (DRT), New Delhi. The owner of the
property has filed an appeal before The Hon’ble Debt Recovery Appellate Tribunal (DRAT) against the auction. DRAT vide its order dated
October 9, 2007, has directed that the auction can proceed but the confirmation of the sale shall be subject to further orders by DRAT.
* 3) Refer note 6(a) of Schedule XIII
** 4) Net of provision for doubtful advances Rs. 5 Million (previous year Rs. Nil)
CMYK

Schedules forming part of the Balance Sheet

Rs. in Million

As at As at
March 31, 2009 March 31, 2008

Schedule V
INVESTMENTS :
Long Term (Unquoted - at cost)
Trade :
In Subsidiary Companies :
375,000 Ordinary Shares (previous year 375,000)
of US$ 1 each fully paid-up of 12 12
Tech Mahindra (Americas) Inc.
3 Shares of Euro 25,000, 50,000 and 500,000 each, 389 389
fully paid-up of Tech Mahindra GmbH
(refer Note 1 below)
Less : Provision for Diminution 354 354
35 35
5,000 Equity Shares (previous year 5,000) of
Singapore $ 10 each fully paid-up 1 1
of Tech Mahindra (Singapore) Pte Limited
Nil Equity Shares (previous year 9,206,700) of Tech - 1,910
Mahindra (R & D Services) Limited of Rs. 5 each
fully paid-up (refer note 4 and 6 (a) of schedule XIII)
50,000 Equity Shares (previous year 50,000)
of Tech Mahindra (Thailand) Limited 6 6
of THB 100 each fully paid-up
50,000 Equity Shares (previous year 50,000) of
Tech Mahindra Foundation of 1 1
Rs.10 each fully paid-up
500,000 Equity Shares (previous year 500,000) of
PT Tech Mahindra Indonesia of 22 22
US $ 1 each fully paid-up
4,619,631 Equity Shares (previous year 4,619,631) of
CanvasM Technologies Limited of Rs. 100 each fully 462 462
paid-up (Refer note 7 of schedule XIII)
Nil Equity Shares (previous year 19,536,940) of
Ipolicy Networks Limited of Rs. 10 each fully paid-up - 530
(refer note 5 and 6 (a) of schedule XIII)
312,820 Equity Shares (previous year 312,820) of
Tech Mahindra Malaysia 4 4
SDN BHD of Ringet 1 each fully paid-up (refer note 8
of schedule XIII)
Investment in Tech Mahindra (Beijing) IT Services Limited 8 3
(refer note 9 of schedule XIII)
11000 Equity Shares (previous year Nil) of Venturbay
consultants Private Limited 0 -
of Rs. 10 each fully paid-up (refer note 11 of schedule XIII)
551 2,986

45

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CMYK

Schedules forming part of the Balance Sheet

Rs. in Million

As at As at
March 31, 2009 March 31, 2008
Schedule V (Contd.)
In Other Companies :
1,603,380 E1 Preference shares ( previous year Nil) 54 -
of Servista Limited of GBP 0.002 each fully paid up
(refer note 34 of schedule XIII)
896,620 E2 Preference shares ( previous year Nil) of 30 -
Servista Limited of GBP 0.002 each fully paid up
(refer note 34 of schedule XIII)
4,232,622 Ordinary shares ( previous year Nil) of 1 -
Servista Limited of GBP 0.002 each fully paid up
(refer note 34 of schedule XIII)
85 -
Current Investments (Unquoted)
Non Trade :
65,400,536.26 (previous year Nil) units of Rs. 10.03 656 -
(previous year Rs. Nil) each of HDFC Cash Mgt Fund -
Treasury Advantage Plan - wholesale - Daily Dividend
49,678,303.91 (previous year Nil) units of Rs. 10.22 508 -
(previous year Rs. Nil) each of ICICI Prudential Flexible
Income Plan -Daily Dividend
60,215,296.62 (previous year Nil) units of Rs. 10.08 607 -
(previous year Rs. Nil) each of Kotak Floater Long Term-
Daily dividend
76,159,600.72 (previous year Nil) units of Rs. 10.01 762 -
(previous year Rs. Nil) each of Birla Sunlife Short Term
Fund-Institutional Daily Dividend
10,088,314.24 (previous year Nil) units of Rs. 10.00 101 -
(previous year Rs. Nil) each of Fidelity Ultra Short Term
Debt Fund
25,036,693.47 (previous year Nil) units of Rs. 10.04 251 -
(previous year Rs. Nil) each of Tata Floater Fund
44,627,133.83 (previous year Nil) units of Rs. 17.10 763 -
(previous year Rs. Nil) each of Reliance Medium Term
fund-Daily Dividend Plan
25,122,427.67 (previous year Nil) units of Rs. 10.00 251 -
(previous year Rs. Nil) each of IDFC Money Manager
Fund - TP -Super Instl Plan C - Daily dividend
3,899 -

4,535 2,986

Note :
1. Includes Rs. 360 Million (previous year Rs. 360 Million) invested towards capital reserve of the company in accordance
with the German Commercial Code

46

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CMYK

Schedules forming part of the Balance Sheet

Rs. in Million
As at As at
Schedule VI March 31, 2009 March 31, 2008
CURRENT ASSETS, LOANS AND ADVANCES :
Current Assets :
(a) Sundry Debtors * :
(Unsecured)
Debts outstanding for a period exceeding six months
: considered good ** 204 1,155
: considered doubtful 69 80
273 1,235
Other debts, considered good *** 8,341 9,419
8,614 10,654
Less : Provision 69 80
8,545 10,574
1. * Debtors include on account of unbilled revenue
aggregating to Rs.704 Million (previous year
Rs. 3,121 Million)
2. ** Net of advances aggregating to Rs. 92 Million
(previous year Rs. 98 Million)
pending adjustments with invoices
3. *** Net of advances aggregating to Rs. 1,983 Million
(previous year Rs. 159 Million)
pending adjustments with invoices
(b) Cash and Bank Balances :
Balance with scheduled banks :
(i) In Current Accounts 4,365 467
(ii) In Fixed Deposit Accounts 17 14
Balance with other banks :
(i) In Current Accounts 579 333
(refer note 33 of schedule XIII) 4,961 814
(c) Loans and Advances :
(Unsecured, considered good unless otherwise stated)
Loan to Subsidiaries 25 100
Advance to Subsidiaries 66 -
Advances recoverable in cash or in kind or for value
to be received
considered good 1,099 1,900
considered doubtful 21 10
1,120 1,910
Less : Provision 21 10
1,099 1,900
MAT Credit Entitlement 281 -
Balance with Excise and Customs 602 -
Fair values of foreign exchange forward and currency
option contracts - 1,036
(refer note 1 (k) (b ) of schedule XIII)
Advance Taxes (net of provisions) 790 441
Advance Fringe Benefit Tax (net of provisions) 4 -
2,867 3,477

47

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CMYK

Schedules forming part of the Balance Sheet

Rs. in Million

As at As at
March 31, 2009 March 31, 2008
Schedule VII
CURRENT LIABILITIES :
(a) Sundry Creditors :
Total outstanding dues of Micro enterprises and Small
enterprises - -
(refer note 31 of schedule XIII)
Total outstanding dues of Creditors other than Micro
enterprises and Small enterprises * 5,011 5,091
* includes -
Rs. 368 Million (previous year Rs. 249 Million) due to
Tech Mahindra (Americas) Inc. USA , a subsidiary company.
Rs. 163 Million (previous year Rs. 110 Million) due to
Tech Mahindra GmbH, a subsidiary company.
Rs. 29 Million (previous year Rs.49 Million) due to
Tech Mahindra (Singapore) Pte. Ltd., a subsidiary company.
Rs. 7 Million (previous year Rs. 1 Million ) due to
Tech Mahindra (Thailand) Limited, a subsidiary company.
Rs. 2 Million (previous year Rs. 2 Million) due to
Tech Mahindra (Malaysia) Sdn. Bhd., a subsidiary company.
Rs. Nil (previous year Rs. 4 Million ) due to
CanvasM Technologies Limited, a subsidiary company.
- (previous year Rs 1 Million) due to iPolicy
Networks Limited, a subsidiary company.
(b) Fair values of foreign exchange forward and currency
option contracts (refer note 1 (k) (b) of schedule XIII) 1,179 -
(c) Other Liabilities 527 1,249
(d) Unclaimed Dividend 1 1
6,718 6,341

Schedule VIII
PROVISIONS :
Provision for tax (net of advance taxes) 817 793
Provision for Fringe Benefit Tax (net of advance taxes) - 6
Proposed Dividend - 668
Provision for Dividend tax - 113
Provision for Gratuity (refer note 14 of schedule XIII ) 661 454
Provision for Leave Encashment 512 550
1,990 2,584

48

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Schedules forming part of the Profit and Loss Account

Rs. in Million
Year ended Year ended
March 31, 2009 March 31, 2008

Schedule IX
OTHER INCOME :
Interest on :
Deposits with banks 47 26
[Tax deducted at source Rs. 4 Million]
(previous year Rs. 1 Million)
Others [Tax deducted at source Rs. Nil] 12 12
(previous year Rs. 2 Million)
59 38
Dividend received on current investments (non - trade) 66 34
Profit on sale of current investments (non - trade) (net) - 22
Exchange (losses) / gains (net) (731) 765
Sundry balances written back (net) 118 89
Rent Income 23 -
[Tax deducted at source Rs. 5 Million]
(previous year Rs. Nil)
Miscellaneous income 40 28
[Tax deducted at source Rs. 0 Million]
(previous year Rs. 1 Million)
(425) 976

Schedule X
PERSONNEL :
Salaries and bonus 12,424 10,695
Contribution to provident and other funds 1,000 883
Staff welfare 773 646
14,197 12,224

49

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CMYK

Schedules forming part of the Profit and Loss Account

Rs. in Million
Year ended Year ended
March 31, 2009 March 31, 2008

Schedule XI
OPERATING AND OTHER EXPENSES :
Power & Fuel 367 278
Rent 812 759
Rates and taxes 106 34
Communication expenses 748 766
Travelling expenses (refer note 13 of schedule XIII) 3,231 4,845
[Net of recoveries Rs. 175 Million (previous year Rs.55 Million)]
Recruitment expenses 64 75
Training 126 164
Hire charges 144 183
Sub-contracting costs (net) 8,986 6,790
Transition Cost (net) 353 381
Professional and Legal fees 357 149
Repairs and maintenance :
Buildings (including leased premises) 33 26
Machinery 97 50
Others 97 103
227 179
Insurance 149 97
Software and hardware expenses 578 307
Advertising, marketing and selling expenses 26 34
Commission on income from services 74 169
Loss on sale of fixed assets (net) 9 4
Loss on sale of current investments (net) 64 -
Excess of cost over fair value of current investments 1 -
Provision for doubtful debts (net) 16 14
Provision for doubtful advances 11 4
Advances / bad debts written off 24 21
Donations 90 76
Consumption of components 2 -
Miscellaneous expenses 387 287
(refer note 15 of schedule XIII)
16,952 15,616

Schedule XII
INTEREST :
- Cash credit / Overdraft 4 62
- Inter Corporate Deposit - 38
- Others 21 -
25 100

50

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CMYK
Schedules forming part of the Balance Sheet and Profit and Loss Account
Schedule XIII
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON
ACCOUNTS FOR THE YEAR FROM APRIL 1, 2008 TO
MARCH 31, 2009
1. Significant accounting policies :
(a) Basis for preparation of accounts :
The accounts have been prepared to comply in
all material aspects with applicable accounting
principles in India, the Accounting Standards and
the relevant provisions of the Companies Act,
1956.
(b) Use of Estimates :
The preparation of financial statements, in
conformity with the generally accepted
accounting principles, requires estimates and
assumptions to be made that affect the reported
amounts of assets and liabilities on the date of
financial statements and the reported amounts
of revenues and expenses during the reported
year. Differences between the actual results and
estimates are recognised in the year in which the
results are known / materialised.
(c) Fixed Assets including Intangible Assets :
Fixed assets are stated at cost less accumulated
depreciation. Costs comprise of purchase price
and attributable costs, if any.
(d) Leases :
Assets taken on lease are accounted for as fixed
assets in accordance with Accounting Standard
19 on “Leases”, (AS-19).
(i) Finance lease
Assets taken on finance lease are accounted
for as fixed assets at fair value. Lease
payments are apportioned between finance
charge and reduction of outstanding liability.
(ii) Operating lease
Assets taken on lease under which all risks
and rewards of ownership are effectively
retained by the lessor are classified as
operating lease. Lease payments under
operating leases are recognised as expenses
on accrual basis in accordance with the
respective lease agreements.
(e) Depreciation / Amortisation on Fixed Assets :
i) The Company computes depreciation for all
fixed assets including for assets taken on
lease using the straight-line method based
on estimated useful lives. Depreciation is
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charged on a pro-rata basis for assets
purchased or sold during the year.
Management’s estimate of the useful life of
fixed assets is as follows :
Buildings 15 years
Computers 3 years
Plant and machinery 3-5 years
Furniture and fixtures 5 years
Vehicles 3-5 years
ii) Leasehold land is amortised over the period
of lease.
iii) Leasehold improvements are amortised over
the period of lease or expected period of
occupancy whichever is less.
iv) Intellectual property rights are amortised
over a period of seven years.
v) Assets costing upto Rs.5,000 are fully
depreciated in the year of purchase.
(f ) Impairment of Assets :
At the end of each year, the company determines
whether a provision should be made for
impairment loss on assets by considering the
indications that an impairment loss may have
occurred in accordance with Accounting
Standard 28 on ‘‘Impairment of Assets’’. Where the
recoverable amount of any asset is lower than its
carrying amount, a provision for impairment loss
on assets is made for the difference. Recoverable
amount is the higher of an assets net selling price
and value in use. In assessing value in use, the
estimated future cash flows expected from the
continuing use of the asset and from its disposal
are discounted to their present value using a pre-
tax discount rate that reflects the current market
assessments of time value of money and the risks
specific to the asset.
Reversal of impairment loss if any, is recognised
immediately as income in the Profit and Loss
Account.
(g) Investments :
Long term investments are carried at cost.
Provision is made to recognise a decline other
than temporary in the carrying amount of long
term investment.
Current investments are carried at lower of cost
and fair value.
51
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(h) Inventories :
Components and parts :
Components and parts are valued at lower of cost
and net realizable value. Cost is determined on
First–In–First Out basis.
Work in progress :
An ongoing work to develop computer software
is recognized only when a significant portion of
the deliverable work is completed, and is valued
at the lower of cost and estimated net realisable
value. The cost of work in progress is arrived at
after considering all direct costs including the
depreciation cost on all capital goods that are
deployed directly or indirectly for the
development of any modules and indirect costs
as have been specifically incurred for the
development of the various modules.
Finished Goods :
Valued at the lower of the cost or net realisable
value. Cost is determined on First-In-First Out
basis.
(i) Revenue recognition :
Revenue from software services and business
process outsourcing services include revenue
earned from services performed on ‘time and
material’ basis, time bound fixed price
engagements and system integration projects.
The related revenue is recognized as and when
services are rendered. Income from services
performed by the Company pending receipt of
purchase orders from customers, which are
invoiced subsequently on receipt thereof, are
recognized as unbilled revenue.
Foreign Currency unbilled revenue is recognised
at month end foreign currency closing rate. On
receipt of Purchase Orders, the amounts are billed
to the customer and the revenue is booked at
the exchange rate prevailing on the transaction
date.
The Company also performs time bound fixed
price engagements, under which revenue is
recognized using the proportionate completion
method of accounting, unless work completed
cannot be reasonably estimated. Provision for
estimated losses, if any on uncompleted contracts
are recorded in the year in which such losses
become probable based on the current contract
estimates.
Revenue from sale of software and hardware
products is recognized at the point of dispatch
to the customers.
Dividend income is recognized when the
Company’s right to receive dividend is
established. Interest income is recognized on time
proportion basis.
52
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(j) Expenditure :
The cost of software purchased for use in
software development and services is charged
to cost of revenues in the year of acquisition.
(k) a) Foreign currency transactions :
Transactions in foreign currencies are
recorded at the exchange rates prevailing
on the date of transaction. Monetary items
are translated at the year-end rates. The
exchange difference between the rate
prevailing on the date of transaction and on
the date of settlement as also on translation
of monetary items at the end of the year is
recognised as income or expense, as the case
may be.
Any premium or discount arising at the
inception of the forward exchange contract
is recognized as income or expense over the
life of the contract, except in the case where
the contract is designated as a cash flow
hedge.
b) Derivative instruments and hedge
accounting :
The Company uses foreign currency forward
contracts / options to hedge its risks
associated with foreign currency fluctuations
relating to certain forecasted transactions.
Effective 01 st April 2007 the Company
designates these as cash flow hedges
applying the recognition and measurement
principles set out in the Accounting
Standard 30 “ Financial Instruments :
Recognition and Measurements”(AS-30).
The use of foreign currency forward
contracts/options is governed by the
Company’s policies approved by the board
of directors, which provide written principles
on the use of such financial derivatives
consistent with the Company’s risk
management strategy. The counter party to
the Company’s foreign currency forward
contracts is generally a bank. The Company
does not use derivative financial instruments
for speculative purposes.
Foreign currency forward contract/option
derivative instruments are initially measured
at fair value and are remeasured at
subsequent reporting dates. Changes in the
fair value of these derivatives that are
designated and effective as hedges of future
cash flows are recognized directly in reserves
and the ineffective portion is recognized
immediately in profit and loss account.
Changes in the fair value of derivative
financial instruments that do not qualify for
CMYK
hedge accounting are recognized in the
profit and loss account as they arise.
Hedge accounting is discontinued when the
hedging instrument expires or is sold,
terminated, or exercised, or no longer
qualifies for hedge accounting. If a hedged
transaction is no longer expected to occur,
the net cumulative gain or loss recognized
in reserves is transferred to profit and loss
account.
(l) Employee Retirement Benefits :
a) Gratuity :
The Company provides for gratuity, a defined
retirement benefit plan covering eligible
employees. The gratuity plan provides for a
lump sum payment to employees at
retirement, death, incapacitation or
termination of the employment based on
the respective employee’s salary and the
tenure of the employment. Liabilities with
regard to a Gratuity plan are determined
based on the actuarial valuation carried out
by independent actuary as at the Balance
Sheet date.
Actuarial gains and losses are recognised in
full in the Profit and Loss account for the
year in which they occur. (refer note 14
below)
b) Provident fund :
The eligible employees of the Company are
entitled to receive the benefits of Provident
fund, a defined contribution plan, in which
both employees and the Company make
monthly contributions at a specified
percentage of the covered employees’ salary
(currently at 12% of the basic salary). The
contributions as specified under the law are
paid to the Regional Provident Fund
Commissioner by the Company.
c) Compensated absences :
The Company provides for the encashment
of leave subject to certain company’s rules.
The employees are entitled to accumulate
leave subject to certain limits, for future
encashment or availment.
The liability is provided based on the
number of days of unavailed leave at each
balance sheet date on the basis of an
independent actuarial valuation.
Actuarial gains and losses are recognised in
full in the Profit and Loss account for the
year in which they occur.
The company also offers a short term benefit
in the form of encashment of unavailed
accumulated leave above certain limit for all
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of its employees and same is being provided
for in the books at actual cost.
(m) Borrowing costs :
Borrowing costs that are attributable to the
acquisition or construction of qualifying assets
are capitalized as part of the cost of such assets.
A qualifying asset is one that necessarily takes a
substantial period of time to get ready for its
intended use or sale. All other borrowing costs
are charged to revenue.
(n) Taxation :
Tax expense comprises of current tax, deferred
tax and fringe benefit tax. Current tax is measured
at the amount expected to be paid to/recovered
from the tax authorities, based on estimated tax
liability computed after taking credit for
allowances and exemption in accordance with
the local tax laws existing in the respective
countries.
Minimum Alternative Tax (MAT ) paid in
accordance with the tax laws, which gives rise to
future economic benefits in the form of
adjustment of future income tax liability is
considered as an asset if there is convincing
evidence that the Company will pay normal tax
after the tax holiday period. Accordingly, it is
recognized as an asset in the Balance Sheet when
it is probable that the future economic benefit
associated with it will flow to the Company and
the asset can be measured reliably.
Deferred tax assets and liabilities are recognised
for future tax consequences attributable to
timing differences between taxable income and
accounting income that are capable of reversal
in one or more subsequent years and are
measured using relevant enacted tax rates. The
carrying amount of deferred tax assets at each
Balance sheet date is reduced to the extent that
it is no longer reasonably certain that sufficient
future taxable income will be available against
which the deferred tax asset can be realized.
Fringe benefit tax is recognized in accordance
with the relevant provisions of the Income-tax
Act, 1961 and the Guidance Note on Fringe
Benefits Tax issued by the Institute of Chartered
Accountants of India (ICAI).
(o) Contingent Liabilities :
These, if any, are disclosed in the notes on
accounts. Provision is made in the accounts if it
becomes probable that any outflow of resources
embodying economic benefits will be required
to settle the obligation arising out of past events.
Notes on Accounts :
2. The estimated amount of contracts remaining to be
executed on capital account (net of capital advances),
and not provided for as at March 31, 2009 Rs. 986
Million (previous year : Rs. 1,378 Million).
53
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3. Contingent liabilities :
i) The Company has received demand notices from
Income Tax Authorities resulting in a contingent
liability of Rs. 263 Million (previous year Rs. 158
Million). This is mainly on account of the following
: (a) Disallowance of software maintenance
activity, deduction under section 80HHE
amounting to Rs. 38 Million (b) Deduction under
Section 10A amounting to Rs. 209 Million in
relation to adjustment of expenditure in foreign
currency being excluded only from Export
turnover and not from Total turnover. The
company has already won the appeal before the
Mumbai Tribunal for the Assessment year 2002-
2003. The department intends to pursue the
matter before High Court and (c) an amount of
Rs. 16 Million relating to Fringe Benefit Tax. The
Company has appealed before Appellate
Authorities and is hopeful of succeeding in the
same.
ii) Bank Guarantees outstanding Rs. 967 Million
(previous year : Rs. 160 Million).
iii) Claims from Statutory Authorities for TML is Rs. 2
Million (Provident Fund) (previous year : Rs. 2
Million). Based on letter received from Service Tax
Authority for erstwhile TMR&D is Rs. 7 Million
(previous year Rs. 7 Million) towards service tax
on marketing fees for the financial year 2006-
2007. The above amount is paid by the Company
“Under Protest”. The company is awaiting demand
notice and would be filling an appeal against the
same.
iv) Claims against the company not acknowledged
as debts amounting to Rs. 130 Million (previous
year Rs. Nil).
v) Based on the demand letter of Rs. 6 Million
(previous year Rs. Nil) received from the office of
the assistant development commissioner of NSEZ
for rent arrears on account of revision of rent of
the SEZ premises the company has paid an
amount of Rs. 3 Million (previous year Rs. Nil)
“Under Protest’.
4. During the year ended March 31 2006, the Company
had acquired Tech Mahindra (R&D services) Limited
(TMRDL) vide Share Purchase Agreement dated 15th
November, 2005, for an initial consideration of Rs. 1,755
Million (including stamp duty). As a result, TMRDL and
its two wholly owned subsidiaries became subsidiary
/ step subsidiaries of the Company with effect from
the date of acquisition i.e. 28th November, 2005.
During the year ended March 31, 2008, the company
had acquired additional 1,600 shares at total
consideration of Rs. 0.30 Million and the same has
been accounted as additional investment.
The terms of purchase also provide for payment of
contingent consideration (earn out) to all the selling
shareholders, payable over three years i.e. up to March
54
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31st 2008 and calculated based on achievement of
specific targets. The consideration so payable would
be accounted in the books of account in the year of
achieving the milestones under the agreement. The
total contingent consideration is payable in cash and
cannot exceed Rs. 641 Million. Accordingly, total earn
out payment of Rs.155 Million had been provided as
additional cost of acquisition till March 31, 2008.
5. During the year 2007-08, the Company had acquired
entire shareholding of iPolicy Networks Limited
(formerly known as iPolicy Networks Private Limited)
vide Share Purchase Agreement dated January 18,
2007 for a consideration of Rs. 29 Million. As a result,
iPolicy Networks Limited became a wholly owned
subsidiary of the Company with effect from the date
of acquisition.
During the previous year, the Company had made an
additional investment of Rs. 381 Million after the
acquisition.
6. a) Tech Mahindra (R & D services) Limited, iPolicy
networks limited - wholly owned subsidiaries of
TML have been amalgamated with the company
with effect from April 1, 2008 in terms of the
scheme of amalgamation (‘scheme’) sanctioned
by the Honorable High Court of judicature at
Mumbai, Delhi & Karnataka vide their approvals
dated March 28, 2008, April 4, 2008 & April 3, 2008
respectively.
Tech Mahindra (R & D services) Limited provides
technology solutions to leading Telecom
Equipment Manufacturers in the areas of
Research & Development, Product Engineering
and Life Cycle Support. iPolicy Networks Limited
develops next-generation, carrier-grade
integrated network security solutions for
enterprise and service providers.
The mergers would result in operational
synergies, enhance financial strength and
rationalization of costs. Accordingly the above
stated subsidiaries stand dissolved without
winding up and all assets and liabilities have been
transferred to and vested with the company with
effect from April 1, 2008, the appointed date. As
the above stated subsidiaries were wholly owned
by the company, no shares were exchanged to
effect the amalgamation. The amalgamation was
accounted as per the ‘pooling of interest’ method
as prescribed in Accounting Standard 14. All the
assets and liabilities have been taken over at their
respective book values as at the date of
amalgamation.
In accordance with the “Scheme” of
amalgamation approved by the Honorable High
Courts, the excess of liabilities over the assets
have been charged to general reserves.
Accordingly the share capital and reserves of the
company were adjusted against general reserves
of TML.
CMYK
Had the treatment based on Accounting
Statement 14 on “Accounting for Amalgamation”
followed, securities premium, capital reserves and
profit and loss account (on amalgamation) would
have been higher by Rs. 252 Million, Rs.1 Million
and Rs. 517 Million respectively and general
reserves would have been lower by Rs.769
million.
b) The Board of Tech Mahindra (R&D Services) Inc.
(TMRDS), a subsidiary of TML had approved the
plan and agreement for amalgamation with its
fellow subsidiary Tech Mahindra Americas Inc.
(TMA) effective July 01, 2008. The amalgamation
has been duly authorized in compliance with the
jurisdictional laws. According to these
authorizations, TMRDS ceased to exist on and
after July 1, 2008.
7. During the previous year ended March 31, 2008, the
Company had made investment of Rs. 462 Million in
CanvasM Technologies Limited. The Company holds
80.10 percent shareholding of CanvasM Technologies
Limited.
8. During the previous year ended March 31, 2008, the
Company had made investment of Rs. 4 Million in
Tech Mahindra (Malaysia) SDN. BHD. As a result, Tech
Mahindra (Malaysia) SDN. BHD. became a wholly
owned subsidiary of the Company with effect from
the date of this investment.
9. During the previous year ended March 31, 2008, the
Company had made investment of Rs. 3 Million in
Tech Mahindra (Beijing) IT Services Limited (TMCHN).
As a result, TMCHN became a wholly owned subsidiary
of the Company with effect from the date of this
investment. During the year an additional investment
of Rs. 5 Million has been made.
10. The Company holds investments (unquoted) in two
subsidiaries, viz., Tech Mahindra (Americas) Inc.(TMA)
Tech Mahindra GmbH ( TMGMBH) aggregating to
Rs. 12 Million and Rs. 389 Million respectively (refer
note 1 of Schedule V), which are held as strategic long-
term investments.
The Company had made provision in the year ended
March 31, 2005, to the extent of accumulated losses
in TMA, aggregating to Rs. 12 Million towards
diminution in the value of investments and Rs.153
Million towards debts recoverable from TMA.
The subsidiary had become profitable and its net
worth had become positive. In view of the growth
plans and considering the profitability in the
subsequent years the provision made earlier was no
longer required and accordingly the Company had
reversed the provision of Rs. 165 Million in the
previous year and the same had been disclosed as a
provision in respect of earlier year written back in
Profit and Loss Account.
The Company had made provision in the year ended
March 31, 2005, to the extent of accumulated losses
CMYK
in TMGMBH aggregating to Rs. 354 Million towards
diminution in the value of its investments. While
TMGMBH has started earning profits from financial
year 2006 onwards, the net worth of TMGMBH is still
substantially eroded as per the latest available audited
accounts of TMGMBH at March 31, 2009. In view of
this no change in provision is required.
11. During the year ended March 31, 2009, the Company
has made investment of Rs. 0.08 Million in Venturbay
Consultants Private Limited. As a result, VCPL has
become a wholly owned subsidiary of the Company
with effect from the date of this investment.
12. During the previous year ended March 31, 2008, the
company had entered in to an agreement with a
customer under which it will have exclusivity for 90
days in negotiating an engagement.
As per the terms of the agreement the company has
made an ‘exclusivity’ payment of Rs. 4,401 Million to
the customer which is unconditional, irrevocable and
non refundable. Accordingly, this payment had been
disclosed as an exceptional item in the previous year’s
Profit and Loss account for the year ended March 31,
2008
13. The Inland Revenue Authorities of United Kingdom
(UK) carried out Employer Compliance Review in 2004-
05. In the course of the review, they demanded from
the Company Rs. 324 million for the period 2001 to
2005 claiming that the dispensation on employee
allowances was not used properly. They also withdrew
dispensation benefit from the year 2005-06. Based on
communication from the authorities and expert
opinion, the Company had provided tax liability
without any dispensation benefit. The Company
represented against both these decisions. Post
completion of review the revised dispensation was
restored with retrospective effect from year 2005-06.
The demand for earlier period was also settled
favorably. During the year the excess of provision over
liability, determined by the Inland Revenue,
amounting to Rs. 673 Million has been written back
to expenses.
14. Details of employee benefits as required by the
Accounting Standard 15 (Revised) – Employee Benefits
are as under :
a) Defined Contribution Plan
Amount recognized as an expense in the Profit
and Loss Account in respect of defined
contribution plan is Rs. 508 Million (previous
year Rs. 402 Million).
b) Defined Benefit Plan
The defined benefit plan comprises of gratuity.
The gratuity plan is not funded.
Changes in the present value of defined obligation
representing reconciliation of opening and closing
balances thereof and fair value of Trust Fund
Receivable (erstwhile TMRDL) showing amount
recognized in the Balance Sheet :
55
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Rs. in Million
Particulars March 31,2009 March 31,2008

Projected benefit obligation, beginning of the year 454 266

Add: Transfer on Amalgamation

iPolicy Networks Limited 12 -
Tech Mahindra (R & D services) Limited 54 -
Service cost 173 153
Interest cost 38 27
Actuarial loss/(gain) (19) 22
Benefits paid (20) (14)
Trust Fund Receivable (erstwhile TMRDL)* (31) -
Projected benefit obligation, end of the year 661 454

* The Trust fund was created to fund the gratuity liability of the erstwhile TMRDL. After amalgamation of TMRDL with
the Company, the balance in Trust Fund can be utilized only for the payment of obligation arising for gratuity
payable to employees of erstwhile TMRDL. The composition of the Trust Balance as on March 31, 2009 is as follows:
Rs. in Million

Particulars March 31,2009

Government of India Securities/ Gilt Mutual Funds 9

State Government Securities / Gilt Mutual Funds 6

Public Sector Unit Bonds 14

Private Sector Bonds / Equity Mutual Funds 0

Mutual Funds 0

Bank Balance 2

Total 31

Components of employer expenses recognized in the statement of profit and loss for the year ended March 31,
2009:
Rs. in Million
Particulars March 31,2009 March 31,2008

Service cost 173 153

Interest cost 38 27

Actuarial loss/(gain) (19) 22

Net gratuity cost 192 202

Principal Actuarial Assumptions March 31,2009 March 31,2008

Discount Rate 7.60% 7.75%
Rate of increase in compensation levels of covered 4.00 % for the 8.00%
employees 1st Year 7.00 % for
the next two years
8.25% thereafter

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• The discount rate is based on the prevailing market yields of Indian Government Bonds as at the balance sheet
date for the estimated terms of the obligations.
• Salary escalation rates : The estimates of future salary increases considered takes into account the inflation,
seniority, promotion and other relevant factors.
15. Payment to Auditors :
Rs. in Million
Particulars March 31,2009 March 31,2008
Audit Fees 5 4
As advisor or in any other capacity in respect of
taxation matters etc. 1 -
For other services 2 2
Reimbursement of out of pocket expenses 0 -
Total 8 6

16. (a) Value of Imports on C.I.F. Basis :

Rs. in Million
Particulars March 31,2009 March 31,2008
Capital goods [includes Rs. 62 Million (previous year
Rs.171 Million) towards assets purchased in UK office] 579 453

(b) Expenditure in Foreign Currency :

Rs. in Million
Particulars March 31,2009 March 31,2008
Professional Fees 173 106
Subcontracting cost 8,671 6,507
Traveling Expenses 2,622 3,569
Salaries 3,023 2,235
Software Packages 158 501
Royalty 1 -
Exclusivity payment - 4,401
Others 906 814
Total 15,554 18,133

17. Remittance in foreign currency on account of dividends to non-Resident shareholders :

Number of Shareholders Number of Equity Amount remitted Dividend relating
Shares Rs. in Million to year ended

2008-2009

10 Final 47,881,346 263 2007-08

10 Interim-1 47,874,611 191 2008-09

2007-2008

Nil - Nil Nil -

The company does not have information as to the extent to which remittances, if any, in foreign currencies on account
of dividend have been made by non-resident shareholders.

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18. Earnings in foreign currency :

Rs. in Million
Particulars March 31,2009 March 31,2008

Income from Services 42,755 35,593

Interest on Deposits with Banks 27 22

Interest on Loan to Subsidiaries 4 6

Other Income 6 16

19. Managerial Remuneration paid to Managing Director, Executive Director and non-Executive Directors :
Rs. in Million
Particulars March 31,2009 March 31,2008

Salaries and perquisites 16 17

Commission 28 24

Total 44 41

The above remuneration excludes provision for gratuity and leave encashment since these are based on actuarial
valuation done on an overall company basis.
Computation of Net Profit in accordance with Section 309(5) of the Companies Act, 1956, for the year ended March 31,
2009.
Rs. in Million
Particulars March 31, March 31,
2009 2008
Profit before Tax and After Exceptional Items as per 10,905 3,946
Profit and Loss Account
Add :
Depreciation charged in the accounts 1,074 736
Loss on sale of assets as per section 349 of the Companies 9 4
Act, 1956 (net)
Director’s Remuneration 44 41
Provision for Doubtful Debts and Advances 27 18
Net reduction in the fair value of current investments 1 -
Loss on sale of investments 64 -
1,219 799
12,124 4,745
Less :
Loss on sale of assets as per books 9 4
Profit on sale of investments - 22
Depreciation u/s 350 of Companies Act, 1956 1,074 736
1,083 762
Total 11,041 3,983
Commission payable to the Managing Director and Executive Director. 7 6
Commission payable to non-executive directors 21 18

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20. Assets acquired on Lease :

The Company has acquired vehicles on lease, the fair value of which aggregates to Rs. 6 Million (previous year Rs. 50
Million). As per AS-19, the Company has capitalised the said vehicles at their fair values as the leases are in the nature
of finance leases as defined in AS-19. Lease payments are apportioned between finance charge and outstanding
liabilities. The details of lease rentals payable in future are as follows :
Rs. in Million
Particulars Not later than 1 year Later than 1 year
not later than 5 years
Minimum Lease rentals payable (previous year
Rs. 4 Million and Rs. 0 Million respectively) 0 -
Present value of Lease rentals payable
(previous year Rs. 4 Million and Rs. 0 Million respectively) 0 -
The Company has taken vehicles on operating lease for a period of three to five years. The lease rentals recognized in
the Profit and Loss Account for the year are Rs. 13 Million (previous year Rs. 8 Million). The future lease payments of
operating lease are as follows :
Rs. in Million
Particulars Not later than 1 year Later than 1 year
not later than 5 years
Minimum Lease rentals payable (previous year Rs. 11 Million
and Rs. 18 Million respectively) 15 19
21. As per the requirements of Accounting Standard 17 on ‘Segment Reporting’ (AS-17), the primary segment of the
Company is business segment by category of customers in the Telecom Service Providers (TSP), Telecom Equipment
Manufacturer (TEM), Business Process Outsourcing (BPO) and other sectors and the secondary segment is the
geographical segment by location of its customers.
The accounting principles consistently used in the preparation of the financial statements are also applied to record
income and expenditure in the individual segments. There are no inter-segment transactions during the year.
A. Primary Segments :
For the year ended March 31, 2009
Rs. in Million
Particulars Telecom Telecom Business Others Total
Service Equipment Process
Provider Manufacturer Outsourcing
Revenues 38,066 2,153 2,502 857 43,578
Less : Direct Expenses 23,264 1,440 1,221 584 26,509
Segmental Operating Income 14,802 713 1,281 273 17,069
Less : Unallocable Expenses (net)
Depreciation 1,074
Interest 25
Other unallocable expenses (net) 4,640
Total Unallocable Expenses (net) 5,739
Operating Income 11,330
Add : Other Income (net) (425)
Net Profit before taxes 10,905
Less : Provision for Taxation
Current Tax (net of MAT credit) 1,086
Deferred Tax (127)
Fringe Benefit Tax 80
Net Profit for the year 9,866

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Segregation of assets, liabilities, depreciation and other non-cash expenses into various primary segments has not been
done as the assets are used interchangeably between segments and Company is of the view that it is not practical to
reasonably allocate liabilities and other non-cash expenses to individual segments and an adhoc allocation will not be
meaningful.

B. Secondary Segments :
Revenues from secondary segments are as under –
Sector Rs. in Million
Europe 29,763
USA 10,910
Rest of world 2,905
Total 43,578

Segregation of assets into secondary segments has not been done as the assets are used interchangeably between segments.
Consequently the carrying amounts of assets by location of assets are not given.

A. Primary Segments :
For the year ended March 31, 2008
Rs. in Million
Particulars Telecom Telecom Business Others Total
Service Equipment Process
Provider Manufacturer Outsourcing
Revenues 32,892 1,060 1,297 798 36,047
Less : Direct Expenses 20,919 830 807 556 23,112
Segmental Operating Results 11,973 230 490 242 12,935
Less : Unallocable Expenses (net)
Depreciation 736
Interest 100
Other unallocable expenses (net) 4,728
Total Unallocable Expenses (net) 5,564
Operating Income 7,371
Add : Other Income (net) 976
Net Profit before taxes & exceptional item 8,347
Less : Provision for Taxation
Current Tax 620
Deferred Tax -
Fringe Benefit Tax 69
Net Profit after taxes & before exceptional item 7,658
Exceptional items (4,401)
Net Profit for the year 3,257
Provision in respect of earlier year written back 165
Net Profit for the year 3,422

Segregation of assets, liabilities, depreciation and other non-cash expenses into various primary segments has not been
done as the assets are used interchangeably between segments and Company is of the view that it is not practical to
reasonably allocate liabilities and other non-cash expenses to individual segments and an adhoc allocation will not be
meaningful.

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B. Secondary Segments :
Revenues from secondary segments are as under –
Sector Rs. in Million
Europe 27,718
USA 6,228
Rest of the world 2,101
Total 36,047

Segregation of assets into secondary segments has not been done as the assets are used interchangeably between
segments. Consequently the carrying amounts of assets by location of assets are not given.
22. In respect of equity shares issued pursuant to Employee Stock Option Scheme, the Company paid dividend of
Rs. 1 Million for the year 2007-08 and tax on dividend of Rs. 0 Million as approved by the shareholders at the Annual
General Meeting held on July 22, 2008.
23. A) The Company has instituted “ Employee Stock Option Plan 2000” (ESOP) for its employees and Directors. For this
purpose it had created a trust viz. MBT ESOP Trust. In terms of the said Plan, the trust has granted options to the
employees and directors in form of warrant which vest at the rate of 33.33% on each successive anniversary of the
grant date. The options can be exercised over a period of 5 years from the date of grant. Each warrant carries with
it the right to purchase one equity share of the Company at the exercise price determined by the Trust on the
basis of fair value of the equity shares at the time of grant.
The details of the options are as under :
Particulars March 31, 2009 March 31, 2008
Options outstanding at the beginning of the year 350,090 489,120
Options granted during the year - -
Options lapsed during the year - 6,620
Options cancelled during the year 660 20,480
Options exercised during the year 96,070 111,930
Options outstanding at the end of the year 253,360 350,090

Out of the options outstanding at the end of year 253,360 (previous year 244,390) (net of exercised & lapsed)
options have vested, which have not been exercised.
B) The Company has instituted “Employee Stock Option Plan 2004” (ESOP 2004) for its employees. In terms of the said
Plan, the Compensation Committee has granted options to employees of the Company. The options are divided
into upfront options and Performance options. The Upfront Options are divided into three sets which will entitle
holders to subscribe to option shares at the end of First year, Second year and Third year. The vesting of the
Performance Options will be decided by the Compensation Committee based on the performance of employees.
Particulars March 31, 2009 March 31, 2008
Options outstanding at the beginning of the year 5,677,701 5,677,701
Options granted during the year - -
Options lapsed during the year - -
Options cancelled during the year - -
Options exercised during the year - -
Options outstanding at the end of the year 5,677,701 5,677,701

Out of the options outstanding at the end of the year, there are 4,996,377 (previous year 2,271,081) (net of exercised
& lapsed) vested options which have not been exercised.
C) The Company has instituted “Employee Stock Option Plan 2006 “(ESOP 2006) for the employees and directors of
TML and its subsidiary companies. In terms of the said plan, the compensation committee has granted options to
the employees of the Company. The vesting of the options is 10% , 15%, 20%, 25% and 30 % of total options
granted after 12, 24, 36, 48 and 60 months, respectively from the date of grant. The maximum exercise period is 7
years from the date of grant.

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The details of the options are as under :

Particulars March 31, 2009 March 31, 2008
Options outstanding at the beginning of the year 4,193,028 4,493,116
Options granted during the year 252,500 72,000
Options lapsed during the year - -
Options cancelled during the year 433,965 337,850
Options exercised during the year 274,695 34,238
Options outstanding at the end of the year 3,736,868 4,193,028

Out of the options outstanding at the end of the year 1,188,133 (previous year 680,543) (net of exercised &
lapsed) options have vested which have not been exercised.
D) The Company uses the intrinsic value-based method of accounting for stock options granted after April 1, 2005.
Had the compensation cost for the Company’s stock based compensation plan been determined in the manner
consistent with the fair value approach, the Company’s net income would be lower by Rs. 4 Million (previous year
lower by Rs. 32 Million) and earnings per share as reported would be lower as indicated below :
Rs. in Million except earning per share
Particulars Year ended
March 31, 2009 March 31, 2008
Net profit after tax and before exceptional item (as reported) 9,866 7,658
Less : Exceptional items - 4,401
Net profit for the year 9,866 3,257
Add : Provision in respect of earlier year written back - 165
Net Profit 9,866 3,422
Less : Total stock-based employee compensation expense
determined under fair value base method. 4 32
Adjusted net profit 9,862 3,390
Basic earnings per share (in Rs.)
- As reported 81.12 28.21
- Adjusted 81.08 27.94
Diluted earnings per share (in Rs.)
- As reported 76.66 26.17
- Adjusted 76.62 25.93

The fair value of each warrant is estimated on the date of grant based on the following assumptions :
Dividend yield (%) 6.48 6.60
Expected life 5 Years 5 years
Risk free interest rate (%) 5.99 7.83
Volatility (%) 58.70 55.28

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24. As required under Accounting Standard 18 “Related Party Disclosures” (AS–18), following are details of transactions
during the year with the related parties of the Company as defined in AS–18 :
(a) List of Related Parties and Relationships
Name of Related Party Relation
Mahindra & Mahindra Ltd. Holding Company
British Telecommunications, plc. Promoter holding more than 20% stake
Mahindra BT Investment Company (Mauritius) Ltd. Promoter group company
Tech Mahindra (Americas) Inc, USA 100% subsidiary company
Tech Mahindra GmbH 100% Subsidiary company
Tech Mahindra (Singapore) Pte Ltd. 100% Subsidiary company
Tech Mahindra (Thailand) Ltd. 100% Subsidiary company
PT Tech Mahindra Indonesia 100% Subsidiary company
CanvasM Technologies Ltd. 80.10% Subsidiary company
CanvasM (Americas) Inc 80.10% Subsidiary company
Tech Mahindra (Malaysia) SDN. BHD 100% Subsidiary company
Tech Mahindra (Beijing) IT Services Ltd. 100% Subsidiary company
Venturbay Consultants Pvt. Ltd 100% Subsidiary company
Tech Mahindra (R&D Services) Inc. (upto 30th June 2008) 100% Subsidiary company
Tech Mahindra Foundation* 100% Subsidiary company
Mahindra Engineering & Chemical Products Limited Fellow Subsidiary Company
Mahindra Engineering Services Limited Fellow Subsidiary Company
Bristlecone India Limited Fellow Subsidiary Company
Mahindra World City (Jaipur) Limited Fellow Subsidiary Company
Mahindra Intertrade Limited Fellow Subsidiary Company
Mahindra SAR transmissions (P) Limited Fellow Subsidiary Company
Mahindra Renault (P) Limited Fellow Subsidiary Company
Mahindra Navistar Automotives Limited Fellow Subsidiary Company
Mahindra Ugine Steel Company Limited Fellow Subsidiary Company
Mahindra Logistic Limited Fellow Subsidiary Company
Mahindra Navistar Engines (P) Limited Fellow Subsidiary Company
Mahindra Automotive Limited Fellow Subsidiary Company
Mr. Vineet Nayyar Key Management Personnel
Vice Chairman, Managing Director and Chief Executive Officer

* Section 25 Company not considered for consolidation

(b) Related Party Transactions for year ended March 31, 2009
Rs. in Million
Transactions Promoter Subsidiary Fellow Key
Companies Companies Subsidiary Management
Companies Personnel
Reimbursement of Expenses (164) (378) - -
(net)-Paid/(Receipt) [(93)] [128] [-] [-]
Income from Services & 25,961 565 11 -
Management Fees [24,060] [901] [3] [-]
Paid for Services Received 10 - 63 -
[71] [-] [-] [-]
Interest on Loan Given - 4 - -
[-] [10] [-] [-]
Transition Cost - - - -
[233] [-] [-] [-]
Interest on Loan Taken - - - -
[-] [38] [-] [-]

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Rs. in Million
Transactions Promoter Subsidiary Fellow Key
Companies Companies Subsidiary Management
Companies Personnel
Sub-contracting cost - 5,090 42 -
[-] [3,635] [8] [-]
Dividend Paid 964 - - 12
[-] [-] [-] [-]
Investment - 6 - -
[-] [849] [-] [-]
Loan Given - 52 - -
[-] [170] [-] [-]
Loan Given-Repaid - 140 - -
[-] [270] [-] [-]
Loan received - - - -
[-] [860] [-] [-]
Loan Received-Repaid - - - -
[-] [600] [-] [-]
Salary, Perquisites & Commission - - - 23
[-] [-] [-] [24]
Donation - 85 - -
[-] [76] [-] [-]
Stock Options - - - -**
[-] [-] [-] [-]
Rent Paid/Payable 63 - - -
[18] [6] [-] [-]
Rent Received/Receivable - 3 - -
[-] [4] [-] [-]
Deposit Received - - - -
[-] [15] [-] [-]
Purchase of Fixed Asset 4 - 1 -
[17] [2] [-] [-]
Advance Given - - - -
[-] [-] [57] [-]
Payment for Exclusivity - - - -
[4,401] [-] [-] [-]
Debit / (Credit) balances (net) 3,892 (291) 49 -
(inclusive of unbilled) outstanding [6,904] [345] [57] [-]
as on March 31, 2009

Figures in brackets “[ ]”are for previous year ended March 31, 2008.
** Options exercised during the year for NIL (previous year NIL) equity shares and options granted and outstanding as at
year end are 1,892,567 (previous year 1,892,567)

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Out of the above items transactions with Promoter Companies, Subsidiary Companies, Fellow Subsidiary Companies and
Key Management Personnel in the excess of 10% of the total related party transactions are as under :
Rs. in Million
Transactions For the Year ended
March31, 2009 March31, 2008
Reimbursement of Expenses (net) -
Paid/(Receipt)
Promoter Companies
- British Telecommunications Plc. (173) (109)
- Mahindra & Mahindra Ltd. - 16
(173) (93)
Subsidiary Companies
- Tech Mahindra (Americas) Inc. (218) (193)
- Tech Mahindra (R & D Services) Ltd. - 47
- Tech Mahindra (R & D Services) Inc. - 55
- CanvasM Technologies Ltd. - (14)
- Tech Mahindra GMBH (56) -
- PT Tech Mahindra Indonesia (70) -
(344) (105)
Income from Services
Promoter Companies
- British Telecommunications Plc. 25,885 24,024
Paid for Services Received
Promoter Companies
- Mahindra & Mahindra Ltd. 8 71
Fellow Subsidiary Companies
- Mahindra Logistic Limited 63 -
71 71
Transition cost
Promoter Companies
- British Telecommunications Plc. - 233
Subcontracting Cost
Subsidiary Companies
- Tech Mahindra (Americas) Inc. 4,072 2,875
- Tech Mahindra GmbH. 569 370
4,641 3,245
Dividend Paid
Promoter Companies
- Mahindra & Mahindra Ltd. 511 -
- British Telecommunications Plc. 358 -
869 -
Donation
- Tech Mahindra Foundation. 85 76
Investment
Subsidiary Companies
- CanvasM Technologies Ltd. - 462
- iPolicy Networks Ltd. - 381
- Tech Mahindra (Beijing) IT Services Ltd. 5 -
5 843

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Rs. in Million
Transactions March31, 2009 March31, 2008

Loan Given
Subsidiary Companies
- iPolicy Networks Ltd. - 100
- PT Tech Mahindra Indonesia 52 71
52 171
Loan Given-Repaid
Subsidiary Companies
- iPolicy Networks Ltd. - 99
- PT Tech Mahindra Indonesia 30 71
- Tech Mahindra (Americas) Inc. 110 100
140 270
Loan Received / Receivable
Subsidiary Companies
- Tech Mahindra (R & D Services) Ltd. - 860
Loan Received-Repaid
Subsidiary Companies
- Tech Mahindra (R & D Services) Ltd. - 600
Deposit Received
Subsidiary Companies
- CanvasM Technologies Ltd. - 15
Interest Received/Receivable
Subsidiary Companies
- Tech Mahindra (Americas) Inc. 2 6
- iPolicy Networks Ltd. - 4
- PT Tech Mahindra Indonesia 2 -
4 10
Interest Paid/Payable
Subsidiary Companies
- Tech Mahindra (R & D Services) Ltd. - 38
Rent Paid/Payable
Promoter Companies
- British Telecommunications Plc. 63 18
Subsidiary Companies
- Tech Mahindra (R & D Services) Ltd. - 6
63 24
Rent Received/Receivables
Subsidiary Companies
- CanvasM Technologies Ltd. 3 4
Advance Given
Fellow Subsidiary Companies
- Mahindra World City (Jaipur) Ltd. - 57
Purchase of Fixed Assets
Promoter Companies
- British Telecommunications Plc 4 16

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Rs. in Million
March31, 2009 March31, 2008
Purchase of Fixed Assets
Fellow Subsidiary Companies
- Mahindra Navistar Automotives Ltd. 1 -
Payment for Exclusivity
Promoter Companies
- British Telecommunications plc. - 4,401
Salary , Perquisites and Commission
Key Management Personnel
- Mr. Vineet Nayyar 23 24

25. a) The tax effect of significant timing differences that has resulted in deferred tax assets and liabilities are given below :
Rs. in Million
Particulars March 31, 2009 March 31, 2008
a) Deferred tax liability :
Depreciation - (1)
b) Deferred tax asset :
Gratuity, Leave Encashment etc. 109 14
Doubtful Debts 12 1
Depreciation 34 -
Total Deferred Tax Asset (net) 155 14

26. Exchange gain/(loss)(net) accounted during the year :

a) The Company enters into foreign Exchange Forward Contracts and Currency Option Contracts to offset the foreign
currency risk arising from the amounts denominated in currencies other than the Indian rupee. The counter party to
the Company’s foreign currency Forward Contracts and Currency Option Contracts is generally a bank. These contracts
are entered into to hedge the foreign currency risks of certain forecasted transactions. Forward Exchange Contracts
and Currency Option Contracts in UK Pound exposure are split into two legs, which are GBP to USD and USD to INR.
b) The following are the outstanding GBP : USD Currency Exchange Contracts entered into by the company which
have been designated as Cash Flow Hedges as on March 31, 2009:

Type of cover Amount outstanding at year Fair Value Gain / (Loss)

end in Foreign currency (in Million) (Rs. in Million)
Forward GBP 70 340
(previous year 36) (previous year 26)
Option GBP 178 5,025
(previous year 292) (previous year 920)

c) The following are the outstanding USD:INR Currency Exchange Contracts entered into by the company which
have been designated as Cash Flow Hedges as on March 31, 2009 :

Type of cover Amount outstanding at year Fair Value Gain / (Loss)

end in Foreign currency (in Million) (Rs. in Million)
Forward USD 250 (1370)
(previous year 318) (previous year [(141)]
Option USD 368 (4931)
(previous year 539) (previous year 46)

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The movement in hedging reserve during year ended March 31, 2009 for derivatives designated as Cash Flow
Hedges is as follows :
Rs. in Million
Year ended
March 31, 2009 March 31, 2008
Balance at the beginning of the year 851 -
Gain/(Losses) transferred to income statement on
occurrence of forecasted hedge transaction (130) -
Changes in the fair value of effective portion of outstanding
cash flow derivative (1657) 851
Net derivative gain/(losses) related to discontinued
cash flow hedge - -
Balance at the end of the year (936) 851

d) In addition to the above cash flow hedges, the Company has outstanding Foreign Exchange Forward Contracts
and Currency Options Contracts aggregating to Rs. 3,818 Million (previous year Rs. 4,783 Million) whose fair
value showed a loss of Rs. 243 Million (previous year Gain Rs. 184 Million). Although these contracts are hedges
from economic perspective , these are accounted as derivative instruments at fair value with changes in fair value
recorded in the Profit and Loss account since the forecasted transactions have occurred.
e) The year end foreign currency exposures that have not been specifically hedged by a derivative instrument or
otherwise are given below :
Amounts receivable in foreign currency on account of the following :
Particulars Rs. in Million Foreign currency in Million
Year ended
March 31, 2009 March 31, 2008
Debtors 4,443 AUD 1 AUD 3
(previous year CAD 3 CAD 2
5,658) CHF 0 CHF -
EUR 5 EUR 4
GBP 33 GBP 43
MYR 1 MYR 1
NZD 5 NZD 3
PHP 24 PHP 27
SGD 2 SGD 1
THB 1 THB 0
USD 26 USD 53
Loans and advances 196 AUD 0 AUD -
(previous year 16) CAD 0 CAD 0
CNY 1 CNY 0
EUR 0 EUR 1
GBP 2 GBP -
NZD 0 NZD -
TWD 0 TWD -
USD 1 USD -
SGD 0 SGD 0
Cash/Bank balances (net) 4,274 AUD 0 AUD 1
(previous year 265) CAD 0 CAD 0
EGP 0 EGP -
EUR 1 EUR 0
GBP 54 GBP -
NZD 1 NZD 1
PHP 65 PHP 13
TWD 18 TWD 15
USD 3 USD 4

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Amounts payable in foreign currency on account of the following :

Particulars Rs. in Million Foreign currency in Million
Year ended
March 31, 2009 March 31, 2008
Creditors (net) 537 AUD 0 AUD (0)
(previous year 672) EUR 3 EUR 2
GBP 0 GBP 4
MYR 0 MYR 0
NZD 0 NZD 0
PHP 0 PHP 0
SGD 1 SGD 2
THB 5 THB 1
USD 6 USD 4
Other current liabilities (net) 826 AUD 0 AUD -
(previous year 733) CAD 0 CAD -
CHF 0 CHF -
EUR 0 EUR -
GBP 9 GBP 9
NZD 0 NZD -
PHP 3 PHP -
THB 0 THB -
USD 3 USD -
27. The company has exercised the option given vide notification number G.S.R. 225 (E) dated March 31, 2009 issued by
the Ministry of Corporate Affairs, Government of India on provisions of Accounting Standard 11, however this does
not have any impact on the financial statements, as the Company does not have any long term foreign currency
monetary items.
28. The public issue of the Company’s Equity Shares consisting of a fresh issue of 3,186,480 Equity Shares by the
Company and an offer for sale of 9,559,520 Equity Shares, by certain existing Shareholders was made pursuant to a
prospectus dated August 11, 2006. The Equity shares were issued for cash at a price of Rs. 365/- per Equity Share
(including a securities premium of Rs. 355/- per Equity Share).
The statement of proceeds from the public issue and utilisation thereof is as under :

Particulars No of shares Price Rs. in Million

Proceeds received after payment to selling shareholders 3,186,480 365 1,163
Less : Expenses (net) relating to the issue
after recovery from the selling shareholders :
Professional fees 35
Advertising Expenses 8
Rates and Taxes 1
Miscellaneous expenses 1
Printing and Stationery 4
Traveling expenses 3
Net Proceeds Used for Capitalisation work at Hinjewadi 1,111
29. Particulars of loans/advances and investment in its own shares by listed companies, their subsidiaries, associates,
etc, required to be disclosed in the annual accounts of the Company pursuant to Clause 32 of the Listing
Agreement

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Loans and advances in the nature of loans to subsidiaries and investment in subsidiaries :
Rs. in Million
Name of the Company Balance as on March 31, 2009 Maximum outstanding during the year
- Tech Mahindra (Americas) Inc. - 110
[100] [218]
- PT Tech Mahindra Indonesia 25 55
[-] [35]
- iPolicy Networks Ltd. - -
[-] [94]

There are no loans and advances in the nature of loans to associates, loans and advances in the nature of loans
where there is no repayment schedule or repayment beyond seven years or no interest or interest below section
372A of the Companies Act, 1956 and loans and advances in the nature of loans to firms/companies in which
directors are interested.
30. Earning Per Share is calculated as follows :
Rs. in Million except earnings per share
Particulars Year ended
March 31, 2009 March 31, 2008
Profit after taxation and before exceptional item 9,866 7,658
Less : Exceptional item - 4,401
Profit after taxation and exceptional item 9,866 3,257
Add : Provision in respect of earlier year written back - 165
Net Profit attributable to shareholders 9,866 3,422
Equity Shares outstanding as at the year end (in nos.) 121,733,634 121,362,869
Weighted average Equity Shares outstanding as at the year end (in nos.) 121,631,914 121,292,103
Weighted average number of Equity Shares used as denominator for
calculating Basic Earnings Per Share 121,631,914 121,292,103
Add : Diluted number of Shares
ESOP outstanding at the end of the year 7,077,324 9,427,640
Number of Equity Shares used as denominator for
calculating Diluted Earnings Per Share 128,709,238 130,719,743
Nominal Value per Equity Share (in Rs.) 10.00 10.00
Earning Per Share
- Before Exceptional Item
Earnings Per Share (Basic) (in Rs.) 81.12 64.49
Earnings Per Share (Diluted) (in Rs.) 76.66 59.84
Earning Per Share
- After Exceptional Item
Earnings Per Share (Basic) (in Rs.) 81.12 28.21
Earnings Per Share (Diluted) (in Rs.) 76.66 26.17

31. Based on the information available with the company, no creditors have been identified as “supplier” within the
meaning of “Micro, Small and Medium Enterprises Development (MSMED) Act 2006”.
32. Current tax includes taxes for foreign branches amounting to Rs. 269 Million (previous year Rs. 190 Million).

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33. Details of cash and bank balances as on Balance Sheet date :

Rs. in Million
(A) Balances with scheduled banks As at
March 31, 2009 March 31, 2008
In Current accounts
HDFC Bank 1 -
HDFC Bank-EEFC acccount in USD 0 -
HSBC Bank 70 44
HSBC Bank-EEFC account in GBP 4 -
HSBC Bank-EEFC account in USD 140 4
IDBI Bank 345 128
IDBI Bank-EEFC account in USD 14 90
IDBI Bank-Unclaimed dividend accounts 1 1
Kotak Mahindra Bank 1 1
Punjab National Bank 50 -
State Bank of India, UK in GBP 3,715 198
State Bank of India, UK in USD 24 1
4,365 467

Rs. in Million
(B) Balances with other banks As at
March 31, 2009 March 31, 2008
In Current accounts
Bank of Italy, Italy 4 1
Chase Common wealth of Australia, Australia - 18
Citibank, Italy - 3
HSBC Bank, Australia 17 18
HSBC Bank, Belgium 2 2
HSBC Bank, Canada 16 8
HSBC Bank, Egypt 1 -
HSBC Bank, NewZealand 33 16
HSBC Bank, Taiwan account in TWD 27 19
HSBC Bank, Taiwan account in USD 2 1
HSBC Bank, United Kingdom account in Euros 48 12
HSBC Bank, United Kingdom account in GBP-I 201 69
HSBC Bank, United Kingdom account in GBP-II 27 -
HSBC Bank, United Kingdom account in USD 24 -
HSBC Bank, USA 108 151
HSBC Bank, Philipines account in PHP 68 13
HSBC Bank,Philipines account in USD 1 2
579 333

Rs. in Million
(C) Balances In Deposit accounts As at
March 31, 2009 March 31, 2008
HDFC Bank 0 -
HSBC Bank 0 -
IDBI Bank 16 11
Kotak Mahindra Bank 1 3
17 14

Total (A + B + C) 4,961 814

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Details of maximum balances during the period with non-scheduled banks :

Rs. in Million
Maximum balances with non-scheduled banks As at
March 31, 2009 March 31, 2008
In Current accounts
Bank of Italy, Italy 32 7
Chase Common wealth of Australia, Australia 64 18
Citibank, Italy 3 -
HSBC Bank, Australia 107 239
HSBC Bank, Belgium 8 9
HSBC Bank, Canada 74 54
HSBC Bank, Egypt 1 -
HSBC Bank, NewZealand 190 66
HSBC Bank, Taiwan account in TWD 27 51
HSBC Bank, Taiwan account in USD 2 4
HSBC Bank, United Kingdom account in Euros 191 -
HSBC Bank, United Kingdom account in GBP-I 2,148 69
HSBC Bank, United Kingdom account in GBP-II 211 -
HSBC Bank, United Kingdom account in USD 160 -
HSBC Bank, USA 678 343
HSBC Bank, Philipines account in PHP 74 14
HSBC Bank,Philipines account in USD 2 2

34. During the year ended March 31, 2009 the Company has made investment of Rs. 85 Million resulting into 17.28% of
the holding in Servista Limited a leading European system integrator. With this investment the Company has become
Servista’s exclusive delivery arm for three years and will assist Servista in securing more large scale European IT off
shoring business.

35. a) The Board of Directors of Satyam Computer Services Limited on April 13, 2009 selected Venturbay Consultants
Private Limited, a wholly owned subsidiary of the Company as the highest bidder to acquire a controlling stake
in Satyam Computer Services Limited, subject to the approval of the Hon’ble Company Law Board (CLB). CLB
has since granted its approval on April 16, 2009. Venturbay has deposited a sum of Rs. 29,107 Million in escrow
to cover the cost of 31% preferential issue by Satyam and a 20% open offer.
b) The Company has made investment of Rs. 112 Million in Mahindra Logisoft Business Solutions Limited (MLBSL)
on April 11, 2009, as a result MLBSL has become a wholly owned subsidiary of the Company from that date.

36. Details of Investments purchased and sold during the year:

Name of Mutual Fund / Equity Shares For the year ended March 31, 2009
No. of Units / Cost Rs.
Shares in Million
Birla Cash Plus - Instl. Prem - Weekly Dividend - Reinvestment 112,451 1
Birla Sun Life Liquid Plus - Inst. Daily Dividend - Reinvestment 20,045,285 201
Birla Sunlife Cash Plus - Instl Premium - Daily Dividend - Reinvestment 74,887,497 750
HSBC Liquid Plus - Inst. Plus - Weekly Dividend 15,062,032 151
HSBC Cash Fund - Institutional Plus - Daily Dividend 24,991,100 250
HSBC Floating Rate - Long Term Plan - Institutional Option - Weekly Dividend 22,479,819 253
Kotak Flexi Debt Scheme Daily Dividend 30,135,971 302
Kotak Liquid (Institutional Premium) - daily dividend 49,075,193 600

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Name of Mutual Fund / Equity Shares (Continued) For the year ended March 31, 2009

No. of Units / Cost Rs.

Shares in Million
Reliance Liquid Plus Fund - Institutiional - Daily Dividend Plan 150,357 151
Reliance Liquid Fund - Treasury Plan - Institutional Option -
Daily Dividend Option 42,526,784 650
Reliance Medium Term fund - Weekly dividend Plan 14,766,971 252
Reliance Liquidity Fund - Daily dividend Reinvestment option 34,995,968 350
ICICI Prudentials Flexible Income Plan 5,987 0
ICICI Prudential Institutional Short TermPlan - Dividend Reinvest 14,334,529 151
ICICI Prudential Institutional Liquid Plan - Super Institutional
Daily Dividend - Dividend Reinvest 75,009,775 750
ICICI Prudential Interval Fund Monthly Interval Plan I -
Instituional Dividend - Reinvest Dividend 25,185,787 252
DSP Merril Lynch Liquid Plus Inst. Plan - Daily Dividend 100,251 100
DSP Merril Lynch Liquid Plus Inst. Plan - Weekly Dividend 255 0
DSP BlackRock Liquidity Fund-Institutional Plan - Daily dividend 199,987 200
DSP BlackRock strategic bond Fund-Institutional Plan - Weekly dividend 200,768 201
Sundaram BNP Paribas Liquid Plus Inst. Div Rein. Daily 20,007,391 201
HDFC Cash Management Fund - Savings Plan-daily dividend Reinvestment 61,120,448 650
Fidelity - Cash Fund (Super Instl) - Daily dividend 24,990,570 250
Fidelity Ultra Short term Debt Fund - Daily dividend 14,996,251 150
IDFC Cash Fund - Super Instl Plan C - Daily dividend 24,997,264 250
Tata Liquid fund 224,446 250
Satyam Computer Services Limited 12,130,000 678
Total 602,733,135 7,994
37. Previous year figures have been regrouped wherever necessary, to conform to the current year’s classification.

Signatures to Schedules I to XIII

For Tech Mahindra Limited

Mr. Anand G. Mahindra Mr. Vineet Nayyar

Chairman Vice Chairman, Managing Director & CEO
Hon. Akash Paul Mr. Anupam Puri Mr. Arun Seth
Director Director Director
Mr. Bharat Doshi Mr. B. H. Wani Mr. Clive Goodwin
Director Director Director
Mr. M. Damodaran Mr. Paul Zuckerman Dr. Raj Reddy
Director Director Director
Mr. Ravindra Kulkarni Mr. Ulhas N. Yargop Mr. Vikrant Gandhe
Hyderabad, Director Director Asst. Company Secretary
Dated : April 27, 2009

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BALANCE SHEET ABSTRACT & COMPANY’S GENERAL BUSINESS PROFILE :

I. Registration Details
Registration No. 4 1 3 7 0 State Code 1 1
Balance sheet date 3 1 0 3 2 0 0 9
Date Month Year
II. Capital raised during the year (Amount in Rs. Thousands)
Public Issue Rights Issue
N I L N I L
Bonus Issue Private Placements
N I L N I L
ESOP Allotment
3 7 0 8
III. Position of mobilisation and deployment of funds (Amount in Rs. Thousands)
Total Liabilities (Including shareholder’s fund) Total Assets
2 7 5 1 8 2 6 0 2 7 5 1 8 2 6 0
Sources of Funds :
Paid-up Capital Reserves & Surplus
1 2 1 8 3 0 8 1 7 5 9 2 1 8 8
Secured Loans Unsecured Loans
N I L N I L
Application of Funds :
Net Fixed Assets Investments
6 4 4 2 1 2 5 4 5 3 5 0 6 2
Net Current Assets Deferred Tax Asset
7 6 7 7 7 1 7 1 5 5 2 0 4
Accumulated Losses Misc. Expenditure
N I L N I L
IV. Performance of Company (Amount in Rs. Thousands)
Turnover Total Expenditure
(Sales and other income) (Excluding exceptional item)
4 3 1 5 3 1 1 2 3 2 2 4 7 8 7 0
Profit/(Loss) before tax Profit/(Loss) after tax
1 0 9 0 5 2 4 2 9 8 6 6 4 9 8
Earnings per share (Before exceptional item) in Rs. Dividend Rate %
(Refer to note 27 above)
8 1 . 1 2 4 0
Earnings per share (After exceptional item) in Rs.
(Refer to note 27 above)
8 1 . 1 2
V. Generic names of three principal products/services of Company (as per monetary terms)
Item Code (ITC Code) 8 5 2 4 9 0
Product Description C O M P U T E R S O F T W A R E S E R V I C E S
For Tech Mahindra Limited
Mr. Anand G. Mahindra Mr. Vineet Nayyar
Chairman Vice Chairman, Managing Director & CEO
Hon. Akash Paul Mr. Anupam Puri Mr. Arun Seth
Director Director Director
Mr. Bharat Doshi Mr. B. H. Wani Mr. Clive Goodwin
Director Director Director
Mr. M. Damodaran Mr. Paul Zuckerman Dr. Raj Reddy
Director Director Director
Mr. Ravindra Kulkarni Mr. Ulhas N. Yargop Mr. Vikrant Gandhe
Hyderabad, Director Director Asst. Company Secretary
Dated : April 27, 2009

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Statement pursuant to Section 212 of the Companies Act, 1956 relating to subsidiary companies.
Names of the Subsidiary Companies
Tech Tech Tech Tech
Tech Mahindra Tech Mahindra Mahindra Tech Mahindra Venturbay
Particulars Mahindra Tech (Singapore) Mahindra Tech (R & D (R&D Pt Tech CanvasM CanvasM iPolicy Mahindra (Beijing) Consultants
(Americas) Mahindra Pte ( Thailand) Mahindra Services) Services) Mahindra Technologies Americas Networks (Malaysia) IT Services Private
Inc. GmbH Limited Limited Foundation Limited Inc. Indonesia Limited Inc. Limited SDN. BHD Limited Limited
The Financial Year of March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
the Subsidairy ended on 2009 2009 2009 2009 2009 2009 2009 2009 2009 2009 2009 2009 2009 2009
US $ Eur S$ THB INR INR US $ US $ INR US $ INR RM RMB INR
Number of shares of the
subsidairy company held
by Tech Mahindra Limited
at the above date
Equity 375,000 3 5,000 50,000 50,000 - - 500,000 4,619,631 80.10 - 312,820 NA 11,000
Extent of holding 100% 100% 100% 100% 100% - - 100% 80.10% 80.10% - 100% 100% 100%
The net Aggregate of
profits/losses of the
Subsidiary company for its
financial year so far as they
concern the members
of Tech Mahindra Limited
a) Dealt with in the
accounts of Tech
Mahindra for the Year
ended March 31, 2009
b) Not dealt with in the
accounts of Tech
Mahindra for the Year
ended March 31, 2009 3,021,766 552,493 457,005 668,273 - - - 1,788,520 2,739,370 (15,713) - 72,471 (2,186,362) (2,800)
The Net Aggregate of
profits/losses of the
Subsidiary company for
its previous financial year
so far as they concern
the members of
Tech Mahindra Limited
a) Dealt with in the
accounts of Tech
Mahindra for the
Year ended
March 31, 2008
b) Not dealt with in
the accounts of Tech
Mahindra for the Year
ended March 31, 2008 2,598,974 350,528 494,354 4,207,795 - (60,238,158) 246,903 276,312 (19,498,205) 29,049 (40,698,452) 37,953 (434,023) -
-
For Tech Mahindra Limited
Mr. Anand G. Mahindra Mr. Vineet Nayyar
Chairman Vice Chairman, Managing Director & CEO
Hon. Akash Paul Mr. Anupam Puri Mr. Arun Seth
Director Director Director
Mr. Bharat Doshi Mr. B. H. Wani Mr. Clive Goodwin
Director Director Director
Mr. M. Damodaran Mr. Paul Zuckerman Dr. Raj Reddy
Director Director Director
Mr. Ravindra Kulkarni Mr. Ulhas N. Yargop Mr. Vikrant Gandhe
Hyderabad, Director Director Asst. Company Secretary
Dated: April 27, 2009

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Consolidated Financial Statements
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Auditors’ Report
To the Board of Directors of Tech Mahindra Limited
1. We have audited the attached Consolidated Balance Sheet of TECH MAHINDRA LIMITED and its subsidiaries as at
March 31, 2009, and also the Consolidated Profit and Loss account for the year ended on that date and the
Consolidated Cash Flow Statement for the year ended on that date, both annexed thereto. These consolidated
financial statements are the responsibility of the Company’s management and have been prepared by the
management on the basis of separate financial statements and other financial information regarding components.
Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.

3. We did not audit the financial statements of the subsidiaries, whose financial statements reflect total assets of
Rs. 1,540 million as at March 31, 2009, total revenues of Rs. 7,088 million for the year ended March 31, 2009 and net
cash inflows of Rs. 37 million for the year ended March 31, 2009. These financial statements and other financial
information have been subjected to audit by other auditors whose reports have been furnished to us and our
opinion is based solely on the reports of other auditors.

4. We report that the consolidated financial statements have been prepared by the Company in accordance with the
requirements of Accounting Standard (AS) 21 on, Consolidated Financial Statements, notified under the Companies
(Accounting Standards) Rules, 2006 (“the rules”).

5. Based on our audit and on consideration of reports of other auditors on separate financial statements and on the
other financial information of the components, and to the best of our information and according to the explanation
given to us, we are of the opinion that the attached consolidated financial statements give a true and fair view in
conformity with the accounting principles generally accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the state of affairs of Tech Mahindra Limited and its subsidiaries
as at March 31, 2009;

(b) in the case of the Consolidated Profit and Loss Account, of the profit for the year ended on that date; and

(c) in the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

For Deloitte Haskins & Sells

Chartered Accountants

Hemant M. Joshi
Hyderabad, Partner
Dated: 27th April, 2009 Membership No. 38019

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CONSOLIDATED BALANCE SHEET AS AT MARCH 31, 2009

Rs. in Million
March 31, 2009 March 31, 2008
Schedule
I. SOURCES OF FUNDS :
SHAREHOLDERS’ FUNDS:
Share Capital I 1,217 1,214
Share Application Money 1 0
Reserves and Surplus II 18,214 11,358
19,432 12,572
MINORITY INTEREST 112 111
LOAN FUNDS : III
Unsecured Loan - 300
- 300
19,544 12,983
II. APPLICATION OF FUNDS :
FIXED ASSETS: IV
Gross Block 9,079 7,457
Less : Accumulated Depreciation 4,100 3,101
Net Block 4,979 4,356
Capital Work-in-Progress, including Capital Advances 1,541 1,640
6,520 5,996
INVESTMENTS : V 4,346 633
DEFERRED TAX ASSET (NET) : 196 60
(refer Note 17 of schedule XIII)
CURRENT ASSETS, LOANS AND ADVANCES :
Inventory 13 17
Sundry Debtors VI 9,022 10,965
Cash and Bank Balances VI 5,382 976
Loans and Advances VI 2,953 3,604
17,370 15,562
Less : CURRENT LIABILITIES AND PROVISIONS :
Current Liabilities VII 6,738 6,505
Provisions VIII 2,150 2,763
8,888 9,268
Net Current Assets 8,482 6,294
19,544 12,983
SIGNIFICANT ACCOUNTING POLICIES
AND NOTES TO ACCOUNTS XIII
As per our attached report of even date
For Deloitte Haskins & Sells For Tech Mahindra Limited
Chartered Accountants
Mr. Anand G. Mahindra Mr. Vineet Nayyar
Chairman Vice Chairman, Managing Director & CEO
Mr. Hemant M. Joshi Hon. Akash Paul Mr. Anupam Puri Mr. Arun Seth
Partner Director Director Director
Mr. Bharat Doshi Mr. B. H. Wani Mr. Clive Goodwin
Director Director Director
Mr. M. Damodaran Mr. Paul Zuckerman Dr. Raj Reddy
Director Director Director
Mr. Ravindra Kulkarni Mr. Ulhas N. Yargop Mr. Vikrant Gandhe
Director Director Asst. Company Secretary
Hyderabad, Hyderabad,
Dated : April 27, 2009 Dated : April 27, 2009

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2009
Rs. in Million excluding earning per share
Year ended Year ended
Schedule March 31, 2009 March 31, 2008
INCOME:
Income from operations 44,647 37,661
Other Income (net) IX (378) 1,044
Total Income 44,269 38,705
EXPENDITURE :
Personnel X 18,556 15,599
Operating and Other Expenses XI 13,266 13,805
Depreciation / Amortisation 1,097 796
Interest XII 25 62
32,944 30,262
PROFIT BEFORE TAX , MINORITY INTEREST 11,325 8,443
AND EXCEPTIONAL ITEM
Provision for Tax
- Current tax [net of MAT credit of Rs. 281 Million 1,225 689
(previous year Rs. Nil)]
- Deferred tax (127) (15)
- Fringe benefit tax 81 74
PROFIT AFTER TAX AND BEFORE MINORITY INTEREST 10,146 7,695
AND EXCEPTIONAL ITEM
Exceptional Item (refer note 8 of schedule XIII) - 4,401
Minority Interest share in (profit)/loss (1) 5
NET PROFIT FOR THE YEAR 10,145 3,299
Balance brought forward from previous year 5,462 4,644
Balance available for appropriation 15,607 7,943
Final Dividend (refer note 14 of schedule XIII) 1 668
Interim Dividend 487 -
Dividend Tax (refer note 14 of schedule XIII) 83 113
Transfer to General Reserve 1,000 1,700
Balance Carried to Balance Sheet 14,036 5,462
Earning Per Share (refer note 20 of schedule XIII)
Before exceptional item (in Rs.)
- Basic 83.41 63.49
- Diluted 78.82 58.91
After exceptional item (in Rs.)
- Basic 83.41 27.20
- Diluted 78.82 25.24
SIGNIFICANT ACCOUNTING POLICIES
AND NOTES TO ACCOUNTS XIII
As per our attached report of even date
For Deloitte Haskins & Sells For Tech Mahindra Limited
Chartered Accountants
Mr. Anand G. Mahindra Mr. Vineet Nayyar
Chairman Vice Chairman, Managing Director & CEO
Mr. Hemant M. Joshi Hon. Akash Paul Mr. Anupam Puri Mr. Arun Seth
Partner Director Director Director
Mr. Bharat Doshi Mr. B. H. Wani Mr. Clive Goodwin
Director Director Director
Mr. M. Damodaran Mr. Paul Zuckerman Dr. Raj Reddy
Director Director Director
Mr. Ravindra Kulkarni Mr. Ulhas N. Yargop Mr. Vikrant Gandhe
Director Director Asst. Company Secretary
Hyderabad, Hyderabad,
Dated : April 27, 2009 Dated : April 27, 2009

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CONSOLIDATED CASH FLOW FOR THE YEAR ENDED MARCH 31, 2009
Rs. in Million
Year ended Year ended
Particulars March 31, 2009 March 31, 2008

A. Cash flow from operating activities:

Net profit before taxation and exceptional item 11,325 8,443
Less:
Exceptional item - (4,401)
11,325 4,042
Adjustments for:
Depreciation / Amortisation 1,097 796
Loss on sale of Fixed Assets (net) 12 4
Interest expense 25 62
Decrease in fair value of current investment 1 -
Exchange loss/(gain) (net) 353 (251)
Currency translation adjustment 77 7
Dividend from current investments (85) (70)
Interest income (59) (46)
(Profit)/Loss on sale of current investments 64 (43)
1,485 459
Operating profit before working capital changes 12,810 4,501
Adjustments for:
Trade and other receivables 2,293 (3,589)
Trade and other payables (976) 2,033
1,317 (1,556)
Cash generated from operations before tax 14,127 2,945
Income taxes paid (1,902) (999)
(1,902) (999)
Net cash from / (used in) operating activities 12,225 1,946

B. Cash flow from investing activities:

Additional consideration on acquisition of subsidiary - 98
Purchase of Fixed Assets (2,513) (2,394)
Purchase of current investments (12,739) (5,021)
Sale of current investments 9,046 5,410
Acquisitions / Investments (85) -
(refer note 7 and 23 of schedule XIII)
Sale of Fixed Assets 0 3
Interest received 66 48
Dividend received on current investments 85 61
Net cash from / (used in) investing activities (6,138) (1,795)

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CONSOLIDATED CASH FLOW FOR THE YEAR ENDED MARCH 31, 2009 (Contd.)
Rs. in Million
Year ended Year ended
Particulars March 31, 2009 March 31, 2008

C. Cash flow from financing activities:

Proceeds from issue of shares
(including Securities Premium) 30 11
Payment of principal on car lease - (14)
Share application money 1 -
Dividend (including dividend tax paid) (1,352) -
Proceeds/(repayment) from/of borrowing (300) 167
Interest paid (25) (62)
Net cash from / (used in) financing activities (1,645) 102
Net increase/(decrease) in cash and
cash equivalents (A+B+C) 4,442 253
Cash and cash equivalents at the beginning
of the year 927 674
Cash and cash equivalents at the end of the year 5,369 927

Notes:
1 Components of cash and cash equivalents include cash, bank balances in current and deposit accounts as disclosed
under Schedule VI (b) of the accounts.
2 Purchase of fixed assets are stated inclusive of movements of capital work-in-progress between the commencement
and end of the year and are considered as part of investing activity.
March 31, 2009 March 31, 2008
3 Cash and cash equivalents include :
Cash and Bank Balances 5,382 976
Unrealised (gain)/loss on foreign currency
Cash and cash equivalents (13) (49)
Total Cash and Cash equivalents 5,369 927

4 Cash and cash equivalents include equity share application money of Rs. 1 Million (previous year Rs. Nil) and
unclaimed dividend of Rs. 1 Million (previous year Rs. 1 Million)
As per our attached report of even date
For Deloitte Haskins & Sells For Tech Mahindra Limited
Chartered Accountants
Mr. Anand G. Mahindra Mr. Vineet Nayyar
Chairman Vice Chairman, Managing Director & CEO
Mr. Hemant M. Joshi Hon. Akash Paul Mr. Anupam Puri Mr. Arun Seth
Partner Director Director Director
Mr. Bharat Doshi Mr. B. H. Wani Mr. Clive Goodwin
Director Director Director
Mr. M. Damodaran Mr. Paul Zuckerman Dr. Raj Reddy
Director Director Director
Mr. Ravindra Kulkarni Mr. Ulhas N. Yargop Mr. Vikrant Gandhe
Director Director Asst. Company Secretary
Hyderabad, Hyderabad,
Dated : April 27, 2009 Dated : April 27, 2009

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Schedules forming part of the Consolidated Balance Sheet

Rs. in Million
As at As at
March 31, 2009 March 31, 2008
Schedule I
SHARE CAPITAL:
Authorised :
175,000,000 (previous year 175,000,000) Equity Shares of 1,750 1,750
Rs. 10/- each.
1,750 1,750

Issued, Subscribed and Paid-up :

121,733,634 (previous year 121,362,869) Equity Shares of 1,217 1,214
Rs.10/- each fully paid-up.
1,217 1,214

Notes:
1 Out of the above 9,931,638 (previous year 9,931,638) Equity Shares of Rs. 10/- each fully paid-up are held by Mahindra
BT Investment Company (Mauritius) Limited, a subsidiary of Mahindra and Mahindra Ltd and 53,776,252 (previous
year 53,776,252) Equity Shares of Rs. 10/- each are held by Mahindra & Mahindra Ltd., the ultimate holding company.
2 The above includes 51,000,100 and 25,000,000 Equity Shares originally of Rs. 2/- each issued as fully paid-up bonus
shares by capitalisation of balance of Profit and Loss Account and General Reserve, respectively.
3 The company had consolidated 5 Equity Shares of face value of Rs. 2/- each into 1 equity share of face value of
Rs. 10/- each
4 The above includes 90,148,459 Equity Shares of Rs. 10/- each allotted as fully paid-up bonus shares by way of
capitalisation of Profit and Loss Account.
5 Refer note 15 of schedule XIII for stock options.

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Schedules forming part of the Consolidated Balance Sheet

Rs. in Million
As at As at
March 31, 2009 March 31, 2008

Schedule II
RESERVES AND SURPLUS:
General Reserve :
As per last Balance Sheet 2,714 1,014
Add : Transfer from Profit and Loss Account 1,000 1,700
Less: Transfered on Amalgamation 1,013 -
(refer note of 6 (a) schedule XIII)
2,701 2,714
Securities Premium :
As per last Balance Sheet 2,303 2,293
Add : Received during the year 27 10
2,330 2,303
Currency Translation Reserve:
As per last Balance Sheet 28 21
Add: Transfered on Amalgamation 5 -
Addition during the period 77 7
105 28
Profit / (Loss) on cash flow hedges:
(refer Note 1 (l) (b) of schedule XIII) (936) 851
Balance in Profit and Loss Account 14,036 5,462
Less: Transfered on Amalgamation 22 -
14,014 5,462
18,214 11,358

Schedule III
LOAN FUNDS:
Unsecured Loan :
Overdraft from bank - 300
- 300

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Schedules forming part of the Consolidated Balance Sheet

84
Schedule IV
FIXED ASSETS:
Rs. in Million
GROSS BLOCK DEPRECIATION/AMORTISATION NET BLOCK
Description of Assets Cost as at Additions Deductions Cost as at As at For the Deductions Cost as at As at As at
April 01, during during March 31, April 01, year during March 31, March 31, March 31,
2008 the year the year 2009 2008 the year 2009 2009 2008
Goodwill on consolidation* 0 0 - 0 - - - - 0 1,030
Leased Assets :
Vehicles 48 - 42 6 37 4 36 5 1 11
(refer Note 12 of schedule XIII)
Tangible Fixed Assets :
Freehold Land 174 - - 174 - - - - 174 174
Leasehold Land 431 5 - 436 6 9 - 15 421 425
Leasehold Improvements 281 81 5 357 60 117 5 172 185 221
Office Building / Premises 1,598 1,398 - 2,996 684 164 - 848 2,148 914
Computers 1,835 328 20 2,143 1,127 433 20 1,540 603 708
Plant and Machinery 1,139 666 6 1,799 600 217 5 812 987 539
Furniture and Fixtures 798 281 34 1,045 543 132 29 646 399 255
Vehicles 47 3 3 47 30 10 3 37 10 17
Intangible Assets:
Intellectual property rights 76 - - 76 14 11 - 25 51 62
Total 6,427 2,762 110 9,079 3,101 1,097 98 4,100 4,979 4,356
Previous year 6,245 1,317 105 7,457 2,403 796 98 3,101
Capital Work-in-Progress (include capital advances** Rs. 146 Million (previous year Rs 16 Million)) # 1,541 1,640
Total 6,520 5,996
Note: 1) Fixed Assets include certain leased vehicles aggregating to Rs. 0 Million (previous year Rs.14 Million) (at cost) on which vendors have a lien.
# 2) Includes capital advance of Rs. 243 Million (previous year Rs. 254 Million) paid towards purchase of leasehold land and building constructed on
it and inclusive of plant and machinery (Property) under an auction through Debt Recovery Tribunal (DRT), New Delhi. The owner of the
property has filed an appeal before The Hon’ble Debt Recovery Appellate Tribunal (DRAT) against the auction. DRAT vide its order dated
October 9, 2007, has directed that the auction can proceed but the confirmation of the sale shall be subject to further orders by DRAT.
*3) Goodwill reduced on amalgamation of iPolicy Networks Limited and Tech Mahindra (R&D) Services Limited.
**4) Net of provision for doubtful advances Rs. 5 Million (previous year Rs. 5 Million).
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Schedules forming part of the Consolidated Balance Sheet

Rs. in Million
As at As at
March 31, 2009 March 31, 2008
Schedule V
INVESTMENTS:
Long Term (Unquoted - at cost)
Trade:
In Subsidary Companies:
50,000 Equity Shares (previous year 50,000) 1 1
of Tech Mahindra Foundation of
Rs. 10/- each fully paid up
In Other Companies:
1,603,380 E1 Preference Shares (previous year Nil) 54 -
of Servista Limited of GBP 0.002 each fully paid up
(refer note 23 of schedule XIII)
896,620 E2 Preference Shares (previous year Nil) 30 -
of Servista Limited of GBP 0.002 each fully paid up
(refer note 23 of schedule XIII)
4,232,622 Ordinary shares (previous year Nil) 1 -
of Servista Limited of GBP 0.002 each fully paid up
(refer note 23 of schedule XIII)

85 1
Current Investments (Unquoted)
Non Trade :
Nil (previous year 3,071.62) units of Rs. Nil - 3
(previous year Rs. 1,000.60) each of DSP Merrill Lynch
Liquidity Plus Instiuitional Plan-daily dividend
Nil (previous year 50,544.74) units of Rs. Nil - 51
(previous year Rs. 1,001.59) each of DSPML Liquidity Plus
Instituitional Plan-weekly dividend
49,678,303.91 (previous year Nil) units of Rs. 10.22 508 -
(previous year Rs. Nil) each of ICICI Prudential Flexible
Income Plan -Daily Dividend
2,643,536.00 (previous year Nil) units of Rs. 10.00 26 -
(previous year Rs. Nil) each of ICICI Prudential Floating
Rate Plan D-Daily Dividend
76,159,600.72 (previous year Nil) units of Rs. 10.01 762 -
(previous year Rs. Nil) each of Birla Sunlife
Short Term Fund-Institutional Daily Dividend -
18,811,010.00 (previous year Nil) 188
units of Rs. 10.00 (previous year Rs. Nil) each of
Birla Sun Life FTP - INSTL - Series AN Growth
44,627,133.83 (previous year Nil) units of Rs. 17.10 763 -
(previous year Rs. Nil) each of Reliance Medium Term
fund-Daily Dividend Plan
5,096,226.00 (previous year Nil) units of Rs. 10.01 51 -
(previous year Rs. Nil) each of Birla Sun Life Savings Fund
Instl - Weekly Dividend - Reinvestment

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Schedules forming part of the Consolidated Balance Sheet

Rs. in Million
As at As at
March 31, 2009 March 31, 2008
Schedule V (Continued)
3,294,976.00 (previous year Nil) units of Rs. 17.10 56 -
(previous year Rs. Nil) each of Reliance Medium Term Fund-
Daily Dividend Plan -Reinvestment
Nil (previous year 1,122,894.45) units of Rs. Nil - 12
(previous year Rs.10.56) each of ICICI Prudential Flexible
Income Plan-dividend weekly
Nil (previous year 18,811,010.00) units of Rs. Nil - 188
(previous year Rs. 10.00) each of Birla Sun Life FTP -
INSTL - Series AN Growth
Nil (previous year 1,179,151.03) units of Rs. Nil - 12
(previous year Rs.10.03) each of HSBC Liquid Plus
Institutional Plus-weekly dividend
Nil (previous year 15,647,449.00) units of Rs. Nil - 157
(previous year Rs. 10.00) each of Kotak Flexi Debt
Scheme- Daily dividend
60,215,296.62 (previous year Nil) units of Rs. 10.08 607 -
(previous year Rs. Nil) each of Kotak Floater Long Term-
Daily dividend
4,019,271.00 (previous year Nil) units of Rs. 10.08 40 -
(previous year Rs. Nil) each of Kotak Floater Long Term -
Weekly Dividend
Nil (previous year 15,500,000.00) units of Rs. Nil - 155
(previous year Rs. 10.00) each of Standard Chartered
Fixed Maturity Plan
Nil (previous year 2,752,230) units of Rs Nil - 27
(previous year Rs. 10.02) each of Birla Sunlife Liquid Plus Fund
25,122,427.67 (previous year Nil) units of Rs. 10.00 251 -
(previous year Rs. Nil) each of IDFC Money Manager
Fund - TP -Super Instl Plan C - Daily dividend
10,088,314.24 (previous year Nil) units of Rs. 10.00 101 -
(previous year Rs. Nil) each of Fidelity Ultra Short Term
Debt Fund
65,400,536.26 (previous year Nil) units of Rs. 10.03 656 -
(previous year Rs. Nil) each of HDFC Cash Mgt Fund -
Treasury Advantage Plan - wholesale - Daily Dividend
25,036,693.47 (previous year Nil) units of Rs. 10.04 251 -
(previous year Rs. Nil) each of Tata Floater Fund
Nil (previous year 2,750,662.00) units of Rs. Nil - 27
(previous year Rs. 10.03) each of Kotak Mutual Fund -
Flexi debt scheme
4,260 632
4,346 633

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Schedules forming part of the Consolidated Balance Sheet

Rs in Million
As at As at
March 31, 2009 March 31, 2008
Schedule VI
CURRENT ASSETS, LOANS AND ADVANCES:
Current Assets:
(a) Sundry Debtors * :
(Unsecured)
Debts outstanding for a period exceeding six months:
: considered good ** 229 1,153
: considered doubtful 85 92
314 1,245
Other debts, considered good *** 8,793 9,813
: considered doubtful - 2
9,107 11,060
Less: Provision 85 95
9,022 10,965
1. * Debtors include on account of unbilled
revenue aggregating to Rs. 719 Million
(previous year Rs.3,189 Million)
2. ** Net of advances aggregating to Rs. 88 Million
(previous year Rs. 98 Million) pending
adjustments with invoices
3. *** Net of advances aggregating to Rs. 1,994
Million (previous year Rs.169 Million) pending
adjustments with invoices
(b) Cash and Bank Balances :
Balance with scheduled banks:
(i) In Current Accounts 4,504 493
(ii) In Fixed Deposit Accounts 129 37
Balance with other banks :
(i) In Current Accounts 749 446
(refer note 21 of schedule XIII)
5,382 976
(c) Loans and Advances :
(Unsecured, Considered good unless otherwise stated)
Advances recoverable in cash or in kind or for value
to be received – considered good 1,271 2,121
– considered doubtful 21 10
1,292 2,131
Less : Provision 21 10
1,271 2,121
MAT Credit Entitlement 281 -
Balance with Excise and Customs 602 -
Fair value of foreign exchange forward and option - 1,036
contracts (refer Note 1 (l) (b) of schedule XIII)
Advance Taxes (net of provisions) 795 447
Advance FBT (net of provisions) 4 -
2,953 3,604

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Schedules forming part of the Consolidated Balance Sheet

Rs. in Million
As at As at
March 31, 2009 March 31, 2008
Schedule VII
CURRENT LIABILITIES :
(a) Sundry Creditors 4,692 5,119
(b) Fair values of foreign exchange forward and
currency option contracts
(refer note 1 (l) (b) of schedule XIII) 1,179 -
(c) Other Liabilities 722 1,385
(d) Advance from Customers 144 -
(e) Unclaimed Dividend 1 1
6,738 6,505

Schedule VIII
PROVISIONS:
Provision for tax (net of advance taxes) 856 795
Provision for Fringe Benefit Tax (net of advance taxes) - 6
Proposed Dividend - 668
Provision for Dividend tax - 113
Provision for Gratuity (refer note 10 of schedule XIII) 665 491
Provision for Leave Encashment 629 690
2,150 2,763

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Schedules forming part of the Consolidated Profit and Loss Account

Rs. in Million
Year ended Year ended
March 31, March 31,
2009 2008
Schedule IX

OTHER INCOME:
Interest on :
Deposits with banks 49 43
[Tax deducted at source Rs. 4 Million]
(previous year Rs. 4 Million)
Others [Tax deducted at source Rs. 0 Million] 10 3
(previous year Rs. 1 Million)
59 46
Dividend received on current investments (non - trade) 85 70
Profit on sale of current investments (non - trade) (net) - 43
Exchange (losses) / gains (net) (719) 767
Sundry balances written back (net) 119 89
Rent Income 24 -
[Tax deducted at source Rs. 5 Million]
(previous year Rs. 0 Million)
Miscellaneous income 54 29
[Tax deducted at source Rs. 0 Million]
(previous year Rs. 1 Million)
(378) 1,044

Schedule X

PERSONNEL:
Salaries and Bonus 16,475 13,672
Contribution to provident and other funds 1,303 1,100
Staff welfare 778 827
18,556 15,599

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Schedules forming part of the Consolidated Profit and Loss Account

Rs. in Million
Year Ended Year Ended
March 31, March 31,
2009 2008
Schedule XI
OPERATING AND OTHER EXPENSES:
Power & Fuel 369 330
Rent 842 790
Rates and taxes 107 40
Communication expenses 805 825
Traveling expenses (refer note 9 of schedule XIII) 3,442 5,062
Recruitment expenses 74 84
Training 128 168
Hire charges 146 191
Sub-contracting costs (net) 4,338 3,751
Transition cost (net) 353 381
Professional and Legal fees 515 397
Repairs and maintenance :
Buildings (including leased premises) 35 29
Machinery 99 63
Others 99 111
233 203
Insurance 190 126
Software and hardware expenses 927 751
Advertising, marketing and selling expenses 27 37
Commission on income from services 122 169
Loss on sale of fixed assets (net) 12 4
Loss on sale of current investments (net) 64 -
Excess of cost over fair value of current investments 1 -
Provision for doubtful debts (net) 17 26
Provision for doubtful advances 11 4
Advances / bad debts written off 24 26
Donations 90 76
Consumption of components 2 -
Miscellaneous expenses 427 364
(refer note 11 of schedule XIII)
13,266 13,805

Schedule XII
INTEREST:
Cash credit / Overdraft 4 62
Others 21 -
25 62

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Schedules forming part of the Consolidated Balance Sheet and Profit and Loss Account
Schedule XIII
SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON
ACCOUNTS FORMING PART OF CONSOLIDATED
ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2009
1. Significant accounting policies :
(a) Basis for preparation of accounts :
The accompanying Consolidated Financial
Statements of Tech Mahindra Limited (TML) (“the
holding company”) and its subsidiaries are
prepared in accordance with the generally
accepted accounting principles applicable in
India (Indian GAAP), the provisions of the
Companies Act, 1956 and the Accounting
Standards to the extent possible in the same
format as that adopted by the holding company
for its separate financial statements.
The financial statements of the subsidiaries used
in the consolidation are drawn up to the same
reporting date as that of the holding company
namely March 31, 2009.
(b) Principles of consolidation :
The financial statements of the holding company
and its subsidiaries have been consolidated on a
line by line basis by adding together the book
value of like items of assets, liabilities, income,
expenses, after eliminating intra – group
transactions and any unrealized gain or losses
on the balances remaining within the group in
accordance with the Accounting Standard - 21
on “Consolidated Financial Statements” (AS-21).
The financial statements of the holding company
and its subsidiaries have been consolidated using
uniform accounting policies for like transaction
and other events in similar circumstances.
The excess of cost of investments in the
subsidiary company/s over the share of the equity
of the subsidiary company/s at the date on which
the investment in the subsidiary company/s is
made is recognized as ‘Goodwill on Consolidation’
and is grouped with Fixed Assets in the
Consolidated Financial Statements.
Alternatively, where the share of equity in the
subsidiary company/s as on the date of
investment is in excess of cost of the investment,
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it is recognized as ‘Capital Reserve’ and grouped
with ‘Reserves and Surplus’, in the Consolidated
Financial Statements.
Minority interest in the net assets of the
consolidated subsidiaries consists of the amount
of equity attributable to the minority
shareholders at the dates on which investments
are made in the subsidiary company/s and
further movements in their share in the equity,
subsequent to the dates of investments. Minority
interest also includes share application money
received from minority shareholders. The losses
in subsidiary/s attributable to the minority
shareholder are recognized to the extent of their
interest in the equity of the subsidiary/s.
(c) Use of Estimates :
The preparation of Consolidated Financial
Statements, in conformity with the generally
accepted accounting principles, requires
estimates and assumptions to be made that
affect the reported amounts of assets and
liabilities on the date of financial statements and
the reported amounts of revenues and expenses
during the reported year. Differences between
the actual results and estimates are recognised
in the year in which the results are known/
materialised.
(d) Fixed Assets including Intangible Assets
Fixed assets are stated at cost less accumulated
depreciation. Costs comprise purchase price and
attributable costs, if any.
(e) Leases :
Assets taken on lease by TML are accounted for
as fixed assets in accordance with Accounting
Standard 19 on “Leases”, (AS-19).
(i) Finance Lease
Assets taken on finance lease are accounted
for as fixed assets at fair value. Lease
payments are apportioned between finance
charge and reduction of outstanding liability.
(ii) Operating Lease
Assets taken on lease under which all risks
and rewards of ownership are effectively
91
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retained by the lessor are classified as
operating lease. Lease payments under
operating leases are recognised as expenses
on accrual basis in accordance with the
respective lease agreements.
(f ) Depreciation/Amortisation of Fixed Assets :
(i) Depreciation for all fixed assets including for
assets taken on lease is computed using the
straight-line method based on estimated
useful lives. Depreciation is charged on a
pro-rata basis for assets purchased or sold
during the year. Management’s estimate of
the useful life of fixed assets is as follows :
Buildings 15 years
Computers 3-4 years
Plant and machinery 3-5 years
Furniture and fixtures 5 years
Vehicles 3-5 years
(ii) Leasehold land is amortised over the period
of lease.
(iii) Leasehold improvements are amortised over
the period of lease or period of occupancy
which ever is less.
(iv) Intellectual property rights are amortised
over a period of seven years.
(v) Assets costing upto Rs. 5,000 are fully
depreciated in the year of purchase.
(g) Impairment of Assets :
At the end of each year, the company determines
whether a provision should be made for
impairment loss on fixed assets by considering
the indications that an impairment loss may have
occurred in accordance with Accounting
Standard 28 on ‘‘Impairment of Assets’’. Where the
recoverable amount of any fixed asset is lower
than its carrying amount, a provision for
impairment loss on fixed assets is made for the
difference. Recoverable amount is the higher of
an asset’s net selling price and value in use. In
assessing value in use, the estimated future cash
flows expected from the continuing use of the
asset and from its disposal are discounted to their
present value using a pre-tax discount rate that
reflects the current market assessments of time
value of money and the risks specific to the asset.
Reversal of impairment loss if any is recognised
immediately as income in the Profit and Loss
Account.
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(h) Investments :
Long-term investments are carried at cost.
Provision is made to recognise a decline other
than temporary in the carrying amount of long
term investments.
Current investments are carried at lower of cost
and fair value.
(i) Inventories :
Components and Parts :
Components and parts are valued at lower of cost
and net realizable value. Cost is determined on
First–In–First Out basis.
Work in progress :
An ongoing work to develop computer software
is recognized only when a significant portion of
the deliverable work is completed, and is valued
at the lower of cost and estimated net realizable
value. The cost of work in progress is arrived at
after considering all direct costs including the
depreciation cost on all capital goods that are
deployed directly or indirectly for the
development of any modules and indirect costs
as have been specifically incurred for the
development of the various modules.
Finished Goods :
Valued at the lower of the cost or net realisable
value. Cost is determined on First-In-First Out
basis.
(j) Revenue Recognition :
Revenue from software services and business
process outsourcing services include revenue
earned from services rendered on ‘time and
material’ basis, time bound fixed price
engagements and system integration projects.
The related revenue is recognized as and when
services are rendered. Income from services
performed by TML pending receipt of purchase
orders from customers, which are invoiced
subsequently on receipt thereof, are recognized
as unbilled revenue.
Foreign Curreny unbilled revenue is recognised
at month end Foreign Currency closing rate. On
receipt of Purchase Order’s, the amounts are
billed to the customer & the revenue is booked
at the exchange rate prevailing on the transaction
date.
The Companies also perform time bound fixed
price engagements, under which revenue is
recognized using the proportionate completion
method of accounting, unless work completed
CMYK
cannot be reasonably estimated. Provision for
estimated losses, if any on uncompleted contracts
are recorded in the year in which such losses
become probable based on the current contract
estimates.
Revenue of sale of software and hardware
products is recognised at the point of dispatch
to the customer.
Dividend income is recognized when the
Company’s right to receive dividend is
established. Interest income is recognized on
time proportion basis.
(k) Expenditure :
The cost of software purchased for use in
software development and services is charged
to cost of revenues in the year of acquisition
(l) (a) Foreign currency transactions :
Transactions in foreign currencies are
recorded at the exchange rates prevailing
on the date of transaction. Monetary items
are translated at the year end rates. The
exchange difference between the rate
prevailing on the date of transaction and on
the date of settlement as also on translation
of monetary items at the end of the year is
recognised as income or expense, as the case
may be.
Any premium or discount arising at the
inception of the forward exchange contract
is recognized as income or expense over the
life of the contract, except in the case where
the contract is designated as a cash flow
hedge.
(b) Derivative instruments and hedge
accounting :
The Company uses foreign currency forward
contracts / options to hedge its risks
associated with foreign currency fluctuations
relating to certain forecasted transactions.
Effective 01 st April 2007 the Company
designates these as cash flow hedges
applying the recognition and measurement
principles set out in the Accounting
Standard 30 “ Financial Instruments :
Recognition and Measurements” (AS-30).
The use of foreign currency forward
contracts/options is governed by the
Company’s policies approved by the board
of directors, which provide written principles
on the use of such financial derivatives
consistent with the Company’s risk
CMYK
management strategy. The counter party to
the Company’s foreign currency forward
contracts is generally a bank. The Company
does not use derivative financial instruments
for speculative purposes.
Foreign currency forward contract/option
derivative instruments are initially measured
at fair value and are remeasured at
subsequent reporting dates. Changes in the
fair value of these derivatives that are
designated and effective as hedges of future
cash flows are recognized directly in reserves
and the ineffective portion is recognized
immediately in profit and loss account.
Changes in the fair value of derivative
financial instruments that do not qualify for
hedge accounting are recognized in the
profit and loss account as they arise.
Hedge accounting is discontinued when the
hedging instrument expires or is sold,
terminated, or exercised, or no longer
qualifies for hedge accounting. If a hedged
transaction is no longer expected to occur,
the net cumulative gain or loss recognized
in reserves is transferred to profit and loss
account.
(m) Translation and Accounting of Financial
Statement of Foreign Subsidiaries :
In respect of foreign subsidiaries, the company
has classified all of them as “Non-Integral Foreign
Operations” in terms of AS-11.
The financial statements of the foreign
subsidiaries for the purpose of consolidation are
translated to Indian Rupees as follows :
a. All incomes and expenses are translated at
the average rate of exchange prevailing
during the year.
b. Assets and liabilities are translated at the
closing rate as on the Balance Sheet date.
c. The resulting exchange differences are
accumulated in currency translation reserve
which is shown under Reserves & Surplus.
(n) Employee Retirement Benefits :
a) Gratuity :
The Company provides for gratuity, a defined
retirement benefit plan covering eligible
employees. The Gratuity plan provides for a
lump sum payment to employees at
retirement, death, incapacitation or
termination of the employment based on
the respective employee’s salary and the
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tenure of the employment. Liabilities with
regard to a Gratuity plan are determined
based on the actuarial valuation carried out
by an independent actuary as of the Balance
Sheet date for TML and its Indian
subsidiaries.
(p) Taxation :
Actuarial gains and losses are recognised in
full in the Profit and Loss Account for the
year in which they occur.
b) Provident fund :
The eligible employees of TML and its Indian
subsidiaries are entitled to receive the
benefits of Provident fund, a defined
contribution plan, in which both employees
and the Company make monthly
contributions at a specified percentage of
the covered employees’ salary (currently at
12% of the basic salary). The contributions
as specified under the law are paid to the
Regional Provident Fund Commissioner by
the Company.
c) Compensated absences :
The Company provides for the encashment
of leave subject to certain rules. The
employees are entitled to accumulate leave
subject to certain limits, for future
encashment or availment. The liability is
provided based on the number of days of
unavailed leave at balance sheet date on the
basis of an independent actuarial valuation
for TML and its Indian subsidiaries. Whereas
provision for encashment of unavailed leave
on retirement is made on actual basis for
Tech Mahindra (Americas) Inc. (TMA), Tech
Mahindra GmbH ( TMGMBH), CanvasM
Technologies Limited (CTL) and Tech
Mahindra (Singapore) Pte. Ltd. (TMSL), TML
does not expect the difference on account
of varying methods to be material.
Actuarial gains and losses are recognised in
full in the Profit and Loss Account for the
year in which they occur.
The company also offers a short term benefit
in the form of encashment of unavailed
accumulated leave above certain limit for all
(q) Contingent Liabilities :
of its employees and same is being provided
for in the books at actual cost.
(o) Borrowing costs :
Borrowing costs that are attributable to the
acquisition or construction of qualifying assets
94
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are capitalized as part of the cost of such assets.
A qualifying asset is one that necessarily takes a
substantial period of time to get ready for its
intended use or sale. All other borrowing costs
are charged to revenue.
Tax expense comprises of current tax, deferred
tax and fringe benefit tax. Current tax is measured
at the amount expected to be paid to/recovered
from the tax authorities, based on estimated tax
liability computed after taking credit for
allowances and exemption in accordance with
the local tax laws existing in the respective
countries.
Minimum Alternative Tax (MAT ) paid in
accordance to the tax laws, which gives rise to
future economic benefits in the form of
adjustment of future income tax liability is
considered as an asset if there is convincing
evidence that the Company will pay normal tax
after the tax holiday year. Accordingly, it is
recognized as an asset in the Balance Sheet when
it is probable that the future economic benefit
associated with it will flow to the Company and
the asset can be measured reliably. Deferred tax
assets and liabilities are recognised for future tax
consequences attributable to timing differences
between taxable income and accounting income
that are capable of reversal in one or more
subsequent years and are measured using
relevant enacted tax rates. The carrying amount
of deferred tax assets at each Balance Sheet date
is reduced to the extent that it is no longer
reasonably certain that sufficient future taxable
income will be available against which the
deferred tax asset can be realized.
Fringe benefit tax is recognized in accordance
with the relevant provisions of the Income-tax
Act, 1961 and the Guidance Note on Fringe
Benefits Tax issued by the ICAI.
Tax on distributed profits payable in accordance
with the provisions of the Income-tax Act, 1961
is disclosed in accordance with the Guidance
Note on Accounting for Corporate Dividend Tax
issued by the ICAI.
These, if any, are disclosed in the notes on
accounts. Provision is made in the accounts if it
becomes probable that any outflow of resources
embodying economic benefits will be required
to settle the obligation arising out of past events.
CMYK
Notes on Accounts :
2. (a) The consolidated financial statements present the consolidated accounts of TML, which consists of the Accounts
of the holding company and of the following subsidiaries ;
Name of the Subsidiary Company
Tech Mahindra (Americas) Inc. (TMA)
Tech Mahindra GmbH (TMGMBH)
Tech Mahindra (Singapore) Pte. Ltd. (TMSL)
Tech Mahindra (Thailand) Limited (TMTL)
PT Tech Mahindra Indonesia (TMI)
CanvasM Technologies Limited (CTL) and its
following subsidiary :
CanvasM Technologies Inc. (CMI)
Tech Mahindra (Malaysia) SDN. BHD (TMM)
Tech Mahindra (Beijing) IT Services Limited (TMB) China
Venturbay Consultants Private Limited (VCPL)
(b) TML has an investment in a subsidiary
company viz. Tech Mahindra Foundation (TMF).
TMF has been incorporated primarily for
charitable purposes, where in the profits will
be applied for promoting its objects.
Accordingly, the accounts of TMF are not
consolidated in these financial statements,
since TML will not derive any economic
benefits from its investments in TMF.
3. The estimated amount of contracts remaining to be
executed on capital account, (net of capital advances)
and not provided for as at March 31, 2009 for TML
Rs. 986 Million (previous year : Rs. 1,378 Million).
4. Contingent liabilities :
(i) TML has received demand notices from Income
Tax Authorities resulting in a contingent liability
of Rs. 263 Million (previous year Rs. 158 Million).
This is mainly on account of disallowance of
software maintenance activity, deduction under
section 80HHE amounting to Rs. 38 Million,
further sum of Rs. 209 Million relating to
deduction under Section 10A, mainly in relation
to adjustment of expenditure in foreign currency
being excluded only from Export turnover and
not from Total turnover, the company has already
won the appeal before the Mumbai tribunal. The
department intends to pursue the matter before
High court & Rs. 16 Million relating to Fringe
Benefit Tax. The Company has appealed before
Appellate Authorities and is hopeful of
succeeding in the same.
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Country of incorporation Extent of Holding (%)
as on March 31, 2009
United States of America 100 %
Germany 100 %
Singapore 100 %
Thailand 100%
Indonesia 100%
India 80.10%
United States of America 80.10%
Malaysia 100%
100%
India 100%
(ii) Bank Guarantees outstanding for TML and its
subsidiary TMSL are Rs. 967 Million and Rs. 7
Million respectively (previous year : Rs. 180
Million and Rs. 6 Million respectively).
(iii) Claims from Statutory Authorities for TML is Rs. 2
Million (Provident Fund) (previous year : Rs. 2
Million). Based on letter received from Service Tax
Authority for erstwhile TMR&D is Rs. 7 Million
(previous year : Rs.7 Million) towards service tax
on marketing fees for the financial year 2006-
2007. The above amount is paid by the Company
“Under Protest”. The company is awaiting
demand notice and would be filling an appeal
against the same.
(iv) Claim against TML not acknowledged as debts
amounting to Rs. 130 Million (previous year : Rs.
Nil).
(v) Based on the demand letter of Rs. 6 Million
(previous year : Rs. Nil) received from the office
of the assistant development commissioner of
NSEZ for rent arrears on account of revision of
rent of the SEZ premises the company has paid
an amount of Rs. 3 Million (previous year : Rs.
Nil) “Under Protest’.
5. TML acquired Tech Mahindra (R&D services) Limited
( TMRDL) on November 28, 2005. The terms of
purchase provided for payment of contingent
consideration to all the selling shareholders, payable
over three years i.e. up to March 31 st 2008 and
calculated based on achievement of specific targets.
The consideration so payable would be accounted in
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CMYK
the books of account in the year of achieving the
milestones under the agreement. The total contingent
consideration is payable in cash and cannot exceed
Rs. 641 Million. Accordingly, total earn out payment
of Rs. 155 Million had been provided as additional
cost of acquisition till March 31, 2008.
6. (a) Tech Mahindra (R & D services) Limited and
iPolicy Networks Limited - wholly owned
subsidiaries of TML have been amalgamated with
the company with effect from April 1, 2008 in
terms of the scheme of amalgamation (‘scheme’)
sanctioned by the Honorable High Court of
judicature at Mumbai, Delhi & Karnataka vide
their approvals dated March 28, 2008, April 4,
2008 & April 3, 2008 respectively.
Tech Mahindra (R & D services) Limited provides
technology solutions to leading Telecom
Equipment Manufacturers in the areas of
Research and Development (R & D), Product,
Engineering and Life Cycle Support. iPolicy
Networks Limited develops next – generation,
carrier-grade integrated network security
solutions for enterprise and service providers.
The mergers would result in operational
synergies; enhance financial strength and
rationalization of costs. Accordingly the above
stated subsidiaries stand dissolved without
winding up and all assets and liabilities have been
transferred to and vested with the company with
effect from April 1, 2008, the appointed date. As
the above stated subsidiaries were wholly owned
by the company, no shares were exchanged to
effect the amalgamation. The amalgamation was
accounted as per the ‘pooling of interest’ method
as prescribed in Accounting Standard 14. All the
assets and liabilities have been taken over at their
respective book values as at the date of
amalgamation.
In accordance with the “Scheme” of
amalgamation approved by the Honorable High
Courts, the excess of liabilities over the assets
have been charged to general reserves.
Accordingly the share capital and reserves of the
company were adjusted against general reserves
of TML.
Had the treatment based on Accounting
Statement 14 on “Accounting for Amalgamation”
followed, securities premium, capital reserves and
profit and loss account (on amalgamation) would
have been higher by Rs. 252 Million, Rs.1 Million
and Rs. 517 Million respectively and general
reserves would have been lower by Rs.769
million.
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(b) The Board of Tech Mahindra (R&D Services) Inc.
(TMRDS), a subsidiary of TML had approved the
plan and agreement for amalgamation with its
fellow subsidiary Tech Mahindra Americas Inc.
(TMA) effective July 01, 2008. The amalgamation
has been duly authorized in compliance with the
jurisdictional laws. According to these
authorizations, TMRDS ceased to exist on and
after July 1, 2008.
7. During the year ended March 31, 2009, the Company
has made investment of Rs. 0.08 Million in Venturbay
Consultants Private Limited. As a result, VCPL has
become a wholly owned subsidiary of the Company
with effect from the date of this investment.
8. During the previous year ended March 31, 2008, TML
has entered in to an agreement with a customer under
which it will have exclusivity for 90 days in negotiating
an engagement.
As per the terms of the agreement TML has made an
‘exclusivity’ payment of Rs. 4,401 Million to the
customer which is unconditional, irrevocable and non
refundable. Accordingly, this payment was disclosed
as an exceptional item in the previous year’s Profit
and Loss account.
9. The Inland Revenue Authorities of United Kingdom
(UK) carried out Employer Compliance Review in 2004-
05. In the course of the review, they demanded from
the Company Rs. 324 million for the period 2001 to
2005 claiming that the dispensation on employee
allowances was not used properly. They also withdrew
dispensation benefit from the year 2005-06. Based on
communication from the authorities and expert
opinion, the Company had provided tax liability
without any dispensation benefit. The Company
represented against both these decisions. Post
completion of review the revised dispensation was
restored with retrospective effect from year 2005-06.
The demand for earlier period was also settled
favorably. During the year, the excess of provision over
liability, determined by the Inland Revenue,
amounting to Rs. 673 million has been written back
to Expenses.
10. Details of employee benefits as required by the
Accounting Standard 15 (Revised) – Employee Benefits
are as under :
a) Defined Contribution Plan
Amount recognized as an expense in the Profit
and Loss Account in respect of defined
contribution plan is Rs. 511 Million (previous
year : Rs. 429 Million).
CMYK

b) Defined Benefit Plan

The defined benefit plan comprises of gratuity. The gratuity plan is not funded.
Changes in the present value of defined obligation representing reconciliation of opening and closing balances thereof
and fair value of Trust Fund Receivable (erstwhile TMRDL) showing amount recognized in the Balance Sheet :
Rs. in Million
Particulars March 31, 2009 March 31, 2008
Projected benefit obligation, beginning of the year 491 288
Service cost 174 160
Interest cost 38 32
Actuarial (gain)/loss (18) 30
Benefits paid (20) (19)
Projected benefit obligation, end of the year* 665 491
* This includes the Trust fund balance of Rs. 31 Million which was created to fund the gratuity liability of the
erstwhile TMRDL. After amalgamation of TMRDL with TML, the balance in Trust Fund can be utilized only for the
payment of obligation arising for gratuity payable to employees of erstwhile TMRDL. The composition of the
Trust Balance as on March 31, 2009 is as follows :

Rs. in Million
Particulars March 31, 2009
Government of India Securities/ Gilt Mutual Funds 9
State Government Securities / Gilt Mutual Funds 6
Public Sector Unit Bonds 14
Private Sector Bonds / Equity Mutual Funds 0
Mutual Funds 0
Bank Balance 2
Total 31

Components of employer expenses recognized in the statement of profit and loss for the year ended March 31,
2009 :

Rs. in Million
Particulars March 31, 2009 March 31, 2008
Service cost 174 160
Interest cost 38 32
Actuarial loss / (gain) (18) 30
Net gratuity cost 194 222

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Principal Actuarial Assumptions March 31, 2009 March 31, 2008

Discount Rate 7.60% 7.75%
st
Rate of increase in compensation levels of 4.00 % for the 1 Year 8.00%
covered employees 7.00 % for the next two
years8.25% thereafter

• The discount rate is based on the prevailing market yields of Indian Government Bonds as at the balance
sheet date for the estimated terms of the obligations.

• Salary escalation rates : The estimates of future salary increases considered takes into account the inflation,
seniority, promotion and other relevant factors.

11. Payment to Auditors :

Rs. in Million
Particulars March 31, 2009 March 31, 2008
Audit Fees 5 4
As advisor or in any other capacity in
respect of taxation matters etc. 1 -
For other services 3 3
Reimbursement of out of pocket expenses 0 0
Total 9 7

12. Assets acquired / given on Lease :

(a) Finance Lease :

TML has acquired vehicles on lease, the fair value of which aggregates to Rs 6. Million (previous year : Rs. 50
Million). As per Accounting Standard 19 (AS-19) on Leases, the Company has capitalized the said vehicles at
their fair values as the leases are in the nature of finance leases as defined in AS-19. Lease payments are
apportioned between finance charge and outstanding liabilities. The details of lease rentals payable in future
are as follows :
Rs. in Million
Particulars Not later than Later than 1 year not
1 year later than 5 years
Minimum Lease rentals payable (previous year :
Rs. 4 Million and Rs. 0 Million respectively) 0 -
Present value of Lease rentals payable (previous year :
Rs. 4 Million and Rs. 0 Million respectively) 0 -

b) Operating Lease :

The assets taken on Operating Lease are as detailed below :

i. TML has taken vehicles on operating lease for a period of three to five years. The lease rentals recognised in
the Profit and Loss Account for the year is Rs. 13 Million (previous year : Rs. 8 Million).

The future lease payments of operating lease are as follows :

Rs. in Million
Particulars Not later than Later than 1 year not
1 year later than 5 years
Minimum Lease rentals payable (Previous year :
Rs. 11 Million and Rs. 18 Million respectively) 15 19

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ii. Tech Mahindra (Americas) Inc. (TMA) has taken office space on operating lease. The lease rentals recognized
in the Profit and Loss Account for the year is Rs 14 Million (previous year : Rs. 9 Million). The future lease
payments of operating lease are as follows :
Rs. in Million
Particulars Not later than Later than 1 year not
1 year later than 5 years
Minimum Lease rentals payable (previous year :
Rs. 9 Million and Rs. 11 Million respectively) 11 4

Previous year numbers have been regrouped since Tech Mahindra (Americas) Inc. & Tech Mahindra (R & D)
Inc. have amalgamated on July 1, 2008.

iii. CanvasM Technologies Ltd. is a lessee under various operating leases. Rental expense for operating leases
for the year ended March 31, 2009 is Rs. 3 Million (previous year : Rs. 3 Million). There is no non-cancelable
lease as on March 31, 2009.

13. As per the requirements of Accounting Standard 17 on ‘Segment Reporting’ (AS-17), the primary segment of the
Company is business segment by category of customers in the Telecom Service Providers (TSP), Telecom Equipment
Manufacturer (TEM), Business Process Outsourcing (BPO) and other sectors and the secondary segment is the
geographical segment by location of its customers.

The Accounting principles consistently used in the preparation of the financial statements are also applied to record
income and expenditure in the individual segments. There are no inter-segment transactions during the year.

A. Primary Segments :
For the year ended March 31, 2009 Rs. in Million
Particulars Telecom Telecom Business Others Total
Service Equipment Process
Provider Manufacturer Outsourcing
Revenues 38,750 2,409 2,502 986 44,647
Less : Direct Expenses 22,703 1,758 1,221 696 26,378
Segmental Operating Results 16,047 651 1,281 290 18,269
Less : Unallocable Expenses
Depreciation 1,097
Interest 25
Other unallocable expenses (net) 5,444
Total Unallocable Expenses 6,566
Operating Income 11,703
Add : Other Income (net) (378)
Net Profit before tax 11,325
Less : Provision for Taxation
Current Tax ( net of MAT credit) 1,225
Deferred Tax (127)
Fringe Benefit Tax 81
Net Profit after tax 10,146
Minority Interest (1)
Net Profit for the year 10,145
Segregation of assets, liabilities, depreciation and other non-cash expenses into various primary segments has not
been done as the assets are used interchangeably between segments and TML is of the view that it is not practical

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to reasonably allocate liabilities and other non-cash expenses to individual segments and an adhoc allocation will
not be meaningful.

B. Secondary Segments :
Revenues from secondary segments are as under –
Rs. in Million
Sector
Europe 29,827
USA 11,329
Rest of world 3,491
Total 44,647

Segregation of assets into secondary segments has not been done as the assets are used interchangeably between
segments. Consequently the carrying amounts of assets by location of assets are not given.

A. Primary Segments :
For the year ended March 31, 2008 Rs. in Million
Particulars Telecom Telecom Business Others Total
Service Equipment Process
Provider Manufacturer Outsourcing
Revenues 33,612 1,937 1,296 816 37,661
Less : Direct Expenses 20,792 1,655 807 600 23,854
Segmental Operating Results 12,820 282 489 216 13,807
Less : Unallocable Expenses
Depreciation 796
Interest 62
Other unallocable expenses (net) 5,550
Total Unallocable Expenses 6,408

Operating Income 7,399

Add : Other Income (net) 1,044

Net Profit before tax 8,443

Less : Provision for Taxation
Current Tax 689
Deferred Tax (15)
Fringe Benefit Tax 74

Net Profit before Minority Interest 7,695

Exceptional item (4401)
Minority Interest 5
Net Profit for the year 3,299

Segregation of assets, liabilities, depreciation and other non-cash expenses into various primary segments has not
been done as the assets are used interchangeably between segments and TML is of the view that it is not practical
to reasonably allocate liabilities and other non-cash expenses to individual segments and an adhoc allocation will
not be meaningful.

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B. Secondary Segments :
Revenues from secondary segments are as under -
Rs. in Million
Sector
Europe 27,733
USA 7,300
Rest of world 2,628
Total 37,661

Segregation of assets into secondary segments has not been done as the assets are used interchangeably between
segments. Consequently the carrying amounts of assets by location of assets are not given.
14. In respect of equity shares issued pursuant to Employee Stock Option Scheme, the Company paid dividend of Rs. 1
Million for the year 2007-08 and tax on dividend of Rs. 0 Million as approved by the shareholders at the Annual
General Meeting held on July 22, 2008.

15. A) TML has instituted “Employee Stock Option Plan 2000” (ESOP) for its employees and Directors. For this purpose
it had created a trust viz. MBT ESOP trust. In terms of the said Plan, the trust has Granted options to the
employees and directors in form of warrant which vest at the rate of 33.33% on each successive anniversary of
the grant date. The options can be exercised over a period of 5 years from the date of grant. Each warrant carries
with it the right to purchase one equity share of the Company at the exercise price determined by the trust on
the basis of fair value of the equity shares at the time of grant.

The details of the options are as under :

Particulars March 31, 2009 March 31, 2008

Options outstanding at the beginning of the year 350,090 489,120
Options granted during the year - -
Options lapsed during the year - 6,620
Options cancelled during the year 660 20,480
Options exercised during the year 96,070 111,930
Options outstanding at the end of the year 253,360 350,090
Out of the options outstanding at the end of year, 253,360 (previous year : 244,390) (net of exercised & lapsed)
options have vested, which have not been exercised.

B) TML has instituted “Employee Stock Option Plan 2004” (ESOP 2004) for its employees. In terms of the said Plan,
the Compensation Committee has granted options to employees of the Company. The options are divided into
upfront options and Performance options. The Upfront Options are divided into three sets which will entitle
holders to subscribe to option shares at the end of First year, Second year and Third year. The vesting of the
Performance Options will be decided by the Compensation Committee based on the performance of employees.
Particulars March 31, 2009 March 31, 2008
Options outstanding at the beginning of the year 5,677,701 5,677,701
Options granted during the year - -
Options lapsed during the year - -
Options cancelled during the year - -
Options exercised during the year - -
Options outstanding at the end of the year 5,677,701 5,677,701
Out of the options outstanding at the end of the year, there are 4,996,377 (previous year : 2,271,081) (net of
exercised & lapsed) vested options which have not been exercised.

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C) TML has instituted “Employee Stock Option Plan 2006 “(ESOP 2006) for its employees and directors and its
subsidiary companies. In terms of the said plan, the compensation committee has granted options to the
employees of the Company. The vesting of the options is 10% , 15%, 20%, 25%,and 30 % of total options granted
after 12, 24, 36, 48 and 60 months, respectively from the date of grant. The maximum exercise period is 7 years
from the date of grant.

The details of the options are as under :

Particulars March 31, 2009 March 31, 2008

Options outstanding at the beginning of the year 4,193,028 4,493,116
Options granted during the year 252,500 72,000
Options lapsed during the year - -
Options cancelled during the year 433,965 337,850
Options exercised during the year 274,695 34,238
Options outstanding at the end of the year 3,736,868 4,193,028
Out of the options outstanding at the end of the year, 1,188,133 (previous year : 680,543) (net of exercised &
lapsed) options have vested which have not been exercised.

D) The Company uses the intrinsic value-based method of accounting for stock options granted after April 1, 2005.
Had the compensation cost for the Company’s stock based compensation plan been determined in the manner
consistent with the fair value approach, the Company’s net income would be lower by Rs. 4 Million (previous
year lower by Rs. 32 Million) and earnings per share as reported would be lower as indicated below :

Rs. in Million except earning per share

Particulars Year ended
March 31, 2009 March 31, 2008
Net profit after tax and before exceptional items 10,146 7,695
Less : Exceptional items - (4,401)
Minority interest (1) 5
Net Profit for the year 10,145 3,299
Less : Total stock-based employee compensation expense
determined under fair value base method. 4 32
Adjusted net profit 10,141 3,267

Basic earnings per share (in Rs.)

- As reported 83.41 27.20
- Adjusted 83.37 26.93
Diluted earnings per share (in Rs.)
- As reported 78.82 25.24
- Adjusted 78.79 24.99

The fair value of each warrant is estimated on the date of grant based on the following assumptions :
Dividend yield (%) 6.48 6.60
Expected life 5 Years 5 years
Risk free interest rate (%) 5.99 7.83
Volatility (%) 58.70 55.28

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16. As required under Accounting Standard 18 “Related Party Disclosures” (AS–18), following are details of transactions
during the year with the related parties of the Company as defined in AS–18 :
(a) List of Related Parties and Relationships

Name of Related Party Relation

Mahindra & Mahindra Ltd. Holding Company

British Telecommunications, plc. Promoter holding more than 20% stake

Mahindra BT Investment Company (Mauritius) Ltd. Promoter group company

Tech Mahindra Foundation* 100% Subsidiary company

Mahindra Engg & Chem Products Limited. Fellow Subsidiary Company

Mahindra Engineering Services Ltd Fellow Subsidiary Company

Bristlecone India Ltd. Fellow Subsidiary Company

Mahindra World City (Jaipur) Ltd Fellow Subsidiary Company

Mahindra Intertrade Ltd Fellow Subsidiary Company

Mahindra SAR transmissions P ltd Fellow Subsidiary Company

Mahindra Renault Pvt Ltd Fellow Subsidiary Company

Mahindra Navistar Automotives Ltd Fellow Subsidiary Company

Mahindra Ugine Steel co ltd Fellow Subsidiary Company

Mahindra Logistic Ltd Fellow Subsidiary Company

Mahindra Navistar Engines Pvt Ltd Fellow Subsidiary Company

Mahindra Automotive Ltd Fellow Subsidiary Company

Mr. Vineet Nayyar Key Management Personnel

Vice Chairman, Managing Director and
Chief Executive Officer
* Section 25 Company not considered for consolidation

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(b) Related Party Transactions for year ended 31st March 2009
Rs. in Million
Transactions Promoter Subsidiary Fellow Key
Companies Company Subsidiary Management
Companies Personnel

Reimbursement of Expenses (164) - - -

(net)-Paid/(Receipt) [(93)] [-] [-] [-]

Income from Services & 25,961 - 11 -

Management Fees [24,060] [-] [3] [-]

Paid for Services Received 10 - 63 -

[71] [-] [-] [-]

Transition Cost - - - -
[233] [-] [-] [-]

Sub-contracting cost - - 42 -
[-] [-] [8] [-]

Dividend Paid 964 - - 12

[-] [-] [-] [-]

Salary, Perquisites and Commission - - - 23

[-] [-] [-] [24]

Donation - 85 - -
[-] [76] [-] [-]

Stock options - - - **-

[-] [-] [-] [-]

Rent Paid/Payable 63 - - -
[18] [-] [-] [-]

Purchase of Fixed Asset 4 - 1 -

[17] [-] [-] [-]

Advance Given - - - -
[-] [-] [57] [-]

Payment for Exclusivity - - - -

[4,401] [-] [-] [-]

Debit / (Credit) balances (net) 3,892 - 49 -

(inclusive of unbilled) outstanding [6,904] [-] [57] [-]
as on March 31, 2009

Figures in brackets “[ ]”are for previous year ended 31st March 2008.
** Options exercised during the year for NIL (previous year NIL) equity shares and options granted and
Outstanding as at year end are 1,892,567 (previous year : 1,892,567)

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Out of the above items transactions with Promoter companies, Subsidiary Companies, Fellow Subsidiary Companies and
Key Management Personnel in the excess of 10% of the total related party transactions are as under :
Rs. in Million
Transactions For the Year ended
March31,2009 March31,2008
Reimbursement of Expenses (Net) - Paid/(Receipt)
Promoter Company
- British Telecommunications, Plc. (173) (109)
Income from Services
Promoter Company
- British Telecommunications Plc. 25,885 24,024
Paid for Services Received
Promoter Companies
- Mahindra & Mahindra Ltd. 8 71
Fellow Subsidiary Company
- Mahindra Logistic Limited 63 -
Transition Cost
Promoter Company
- British Telecommunications Plc. - 233
Dividend Paid
Promoter Companies
- Mahindra & Mahindra Ltd. 511 -
- British Telecommunications Plc. 358 -
859 -
Donation
Subsidiary Company
- Tech Mahindra Foundation. 85 76
Advance Given
Fellow Subsidiary Company
- Mahindra World City (Jaipur) Ltd. - 57
Purchase of Fixed Assets
Promoter Company
- British Telecommunications Plc. 4 16
Fellow Subsidiary Company
- Mahindra Navistar Automotives Ltd. 1 -
Payment for Exclusivity
Promoter Company
- British Telecommunications Plc. - 4,401
Salary, Perquisites and Commission
Key Management Personnel
- Mr. Vineet Nayyar 23 24
Subcontracting Cost
Fellow Subsidiary Company
- Bristlecon (I) Ltd. 42 8
Rent Paid/Payable
Promoter Company
- British Telecommunications Plc. 63 18

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17. The tax effect of significant timing differences that has resulted in deferred tax assets and liabilities are given below :

Rs. in Million
Deferred Tax March 31, 2009 March 31, 2008
a) Deferred tax liability :
Depreciation - (2)
b) Deferred tax asset :
Gratuity, Leave Encashment etc. 109 24
Doubtful Debts/Others 12 6
Preliminary Expenses 0 -
Carry forward of net operating losses 41 32
of a subsidiary
Depreciation 34 -
Total Deferred Tax Asset (net) 196 60

18. Exchange gain/(loss)(net) accounted during the year :

a) The Company enters into foreign Exchange Forward Contracts and Currency Option Contracts to offset the
foreign currency risk arising from the amounts denominated in currencies other than the Indian rupee. The
counter party to the Company’s foreign currency Forward Contracts and Currency Option Contracts is generally
a bank. These contracts are entered into to hedge the foreign currency risks of certain forecasted transactions.
Forward Exchange Contracts and Currency Option Contracts in UK Pound exposure are split into two legs,
which are GBP to USD and USD to INR.
b) The following are the outstanding GBP : USD Currency Exchange Contracts entered into by the company which
have been designated as Cash Flow Hedges as on March 31, 2009 :

Type of cover Amount outstanding Fair Value Gain / (Loss)

at year end in (Rs. in Million)
Foreign currency
(in Million)
Forward GBP 70 340
(previous year GBP 36) (previous year 26)
Option GBP 178 5,025
(previous year GBP 292) (previous year 920)

c) The following are the outstanding USD : INR Currency Exchange Contracts entered into by the company which
have been designated as Cash Flow Hedges as on March 31, 2009:

Type of cover Amount outstanding Fair Value Gain / (Loss)

at year end in (Rs. in Million)
Foreign currency
(in Million)
Forward USD 250 (1370)
(previous year USD 318) (previous year [(141)]
Option USD 368 (4931)
(previous year USD 539) (previous year 46)

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The movement in hedging reserve during the year ended March 31, 2009 for derivatives designated as Cash
Flow Hedges is as follows :
Rs. in Million
Particulars Year ended Year ended
March 31, 2009 March 31, 2008
Balance at the beginning of the year 851 -
Gain/(Losses) transferred to income statement on
occurrence of forecasted hedge transaction (130) -
Changes in the fair value of effective portion of
outstanding cash flow derivative (1657) 851
Net derivative gain/(losses) related to
discontinued cash flow hedge - -
Balance at the end of the year (936) 851
d) In addition to the above cash flow hedges, the Company has outstanding Foreign Exchange Forward Contracts
and Currency Options Contracts aggregating to Rs. 3,818 Million (previous year : Rs. 4,783 Million) whose fair
value showed a loss of Rs. 243 Million (previous year : Gain Rs. 184 Million). Although these contracts are
hedges from economic perspective, these are accounted as derivative instruments at fair value with changes in
fair value recorded in the Profit and Loss account since the forecasted transactions have occurred.
e) The year end foreign currency exposures that have not been specifically hedged by a derivative instrument or
otherwise are given below :
Amounts receivable in foreign currency on account of the following :

Particulars Rs. in Million Foreign currency in Million

Year ended
March 31, 2009 March 31, 2008
Debtors 5,515 AUD 1 AUD 3
(previous year : 5,457) CAD 3 CAD 2
EUR 5 EUR 3
GBP 42 GBP 43
MYR 2 MYR -
NZD 5 NZD 2
PHP 24 PHP 27
SGD 3 SGD -
THB 3 THB -
USD 34 USD 49
CHF 0 CHF -
Loans and advances 161 AUD 0 AUD 0
(previous year : 16 ) CAD 0 CAD 0
CNY - CNY 0
EUR 0 EUR 0
GBP 2 GBP -
NZD 0 NZD 0
SGD 0 SGD 0
TWD 0 TWD 0
USD 0 USD 0
Cash/Bank balances (net) 4,274 AUD 0 AUD 1
(previous year : 270 ) CAD 0 CAD 0
EGP 0 EGP -
EUR 1 EUR 0
GBP 54 GBP -
NZD 1 NZD 1
PHP 65 PHP 13
TWD 18 TWD 15
USD 3 USD 4

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Amounts payable in foreign currency on account of the following :

Particulars Rs. in Million Foreign currency in Million

Year ended
March 31, 2009 March 31, 2008

AUD 0 AUD 0
Creditors (net) 195 NZD 0 CNY 0
(previous year : 351 ) EUR 0 EUR 0
GBP 0 GBP 4
PHP 0 PHP 0
SGD 1 SGD 0
THB 0 THB 0
USD 3 USD -
Other current liabilities 826 AUD 0 AUD -
(net) (previous year : 733) CAD 0 CAD -
CHF 0 CHF -
EUR 0 EUR -
GBP 9 GBP 9
NZD 0 NZD -
PHP 3 PHP -
THB 0 THB -
USD 3 USD -

19. During the year ended March 31, 2007 the public issue of TML’s Equity Shares consisting of a fresh issue of 3,186,480
Equity Shares by TML and an offer for sale of 9,559,520 Equity Shares, by certain existing Shareholders of TML was
made pursuant to a prospectus dated August 11, 2006. The Equity shares were issued for cash at a price of
Rs. 365/- per Equity Share (including a securities premium of Rs. 355/- per Equity Share). The statement of proceeds
from the public issue and utilisation thereof is as under :
Particulars No of shares Price Rs. in Million

Proceeds received after payment to selling shareholders 3,186,480 365 1,163

Less : Expenses (net) relating to the issue after recovery
from the selling shareholders :
Professional fees 35
Advertising Expenses 8
Rates and Taxes 1
Miscellaneous expenses 1
Printing and Stationery 4
Traveling expenses 3
Net Proceeds 1,111
Used for the capitalisation work for Hinjewadi 1,111
Total 1,111

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20. Earning Per Share is calculated as follows

Rs. in Million except earning per share

Particulars Year ended
March 31, 2009 March 31, 2008
Net Profit after tax and before exceptional item 10,146 7,695
Less : Exceptional item - 4,401

Profit after tax and exceptional item 10,146 3,294

Less : Minority Interest 1 (5)

Net Profit attributable to Shareholders 10,145 3,299

Equity Shares outstanding as at the year end (in Nos.) 121,733,634 121,362,869

Weighted average Equity Shares outstanding as at the year end ( in Nos) 121,631,914 121,292,103

Weighted average number of Equity Shares used as denominator

for calculating Basic Earnings Per Share 121,631,914 121,292,103

Add : Diluted number of Shares

ESOP outstanding at the end of the Year 7,077,324 9,427,640

Weighted average number of Equity Shares used as denominator

for calculating Diluted Earnings Per Share 128,709,238 130,719,743

Nominal Value per Equity Share (in Rs.) 10.00 10.00

Earning Per Share

- Before exceptional item

Earnings Per Share (Basic) (in Rs.) 83.41 63.49

Earnings Per Share (Diluted) (in Rs.) 78.82 58.91

- After exceptional item

Earnings Per Share (Basic) (in Rs.) 83.41 27.20

Earnings Per Share (Diluted) (in Rs.) 78.82 25.24

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21. Details of cash and bank balances as on Balance Sheet date :

Rs. in Million
(A) Balances with scheduled banks As at

March 31, 2009 March 31, 2008

In Current accounts
ABN Amro Bank 0
ABN Amro Bank, EEFC account in USD - 0
Citibank - 0
Citibank, EEFC account in USD - 0
HDFC Bank 1 3
HDFC Bank-EEFC acccount in USD 0 2
HSBC Bank 74 47
HSBC Bank, USA - 1
HSBC Bank-EEFC account in GBP 4 (0)
HSBC Bank-EEFC account in USD 275 19
IDBI Bank 345 129
IDBI Bank-EEFC account in USD 14 90
IDBI Bank-Unclaimed dividend accounts 1 1
Kotak Mahindra Bank 1 1
Punjab National Bank 50 0
State Bank of India - 0
State Bank of India, EEFC account in USD - 1
State Bank of India, UK in GBP 3,715 198
State Bank of India, UK in USD 24 1
4,504 493

Rs. in Million

(B) Balances with other banks As at

March 31, 2009 March 31, 2008

In Current accounts
Bank of Italy, Italy 4 1
Chase Common wealth of Australia, Australia - 18
Citibank, Italy - 4
Dresdner Bank AG, Germany 12 40
HSBC Bank, Australia 16 19
HSBC Bank, Belgium 2 3
HSBC Bank, Canada 16 8
HSBC Bank, China account in CNY 0 0
HSBC Bank, China account in USD 0 1
HSBC Bank, Egypt 1 -
HSBC Bank, Germany 13 0
HSBC Bank, Indonesia account in IDR 14 1
HSBC Bank, Indonesia account in USD 15 9
HSBC Bank, Malaysia account in MYR 1 0
HSBC Bank, Malaysia account in USD 0 1
HSBC Bank, NewZealand 33 16
HSBC Bank, Singapore 21 4

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Rs. in Million

(B) Balances with other banks (Continued) As at

March 31, 2009 March 31, 2008

HSBC Bank, Taiwan account in TWD 27 19

HSBC Bank, Taiwan account in USD 2 1
HSBC Bank, Thailand 1 6
HSBC Bank, United Kingdom account in Euros 48 12
HSBC Bank, United Kingdom account in GBP-I 201 69
HSBC Bank, United Kingdom account in GBP-II 27 -
HSBC Bank, United Kingdom account in USD 24 -
HSBC Bank, USA 202 138
HSBC Bank,Philipines account in PHP 68 13
HSBC Bank,Philipines account in USD 0 2
J P Chase, USA 0 60
Standard Chartered Bank,Singapore 1 1
749 446

Rs. in Million
(C) Balances in Deposit accounts As at

March 31, 2009 March 31, 2008

Dresdner Bank AG, Germany - 2

HDFC Bank 0 1
HSBC Bank 85 -
HSBC Bank, Germany 27 -
ICICI Bank - 10
IDBI Bank 16 11
Kotak Mahindra Bank 1 3
State Bank of India - 10
129 37

Total ( A + B + C ) 5,382 976

22. The company has exercised the option given vide notification number G.S.R. 225 (E) dated March 31, 2009 issued
by the Ministry of Corporate Affairs, Government of India on provisions of Accounting Standard 11. One of the
subsidiaries of the Company, CanvasM India Ltd. has capitalized the loss aggregating to Rs. 2.71 million arisen on
translation of long term foreign currency monetary liabilities relating to acquisition of fixed assets, out of which
Rs. 0.49 million has been amortized during the year and the unamortized balance as at March 31, 2009 is Rs. 2.22
million.
23. During the year ended March 31, 2009 the Company has made investment of Rs. 85 Million resulting into 17.28%
of the holding in Servista Limited a leading European system integrator. With this investment the Company has
become Servista’s exclusive delivery arm for three years and will assist Servista in securing more large scale European
IT off shoring business.
24 (a) The Board of Directors of Satyam Computer Services Limited on 13th April 2009 selected Venturbay Consultants
Private Limited, a wholly owned subsidiary of the Company as the highest bidder to acquire a controlling
stake in Satyam Computer Services Limited, subject to the approval of the Hon’ble Company Law Board (CLB).
CLB has since granted its approval on 16th April 2009. Venturbay has deposited a sum of Rs. 29,107 Million in
escrow to cover the cost of 31% preferential issue by Satyam and a 20% open offer.

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(b) The Company has made investment of Rs. 112 Million in Mahindra Logisoft Business Solutions Limited (MLBSL)
on April 11, 2009, as a result MLBSL has become a wholly owned subsidiary of the Company from that date.
25. Figures pertaining to the subsidiary companies have been reclassified wherever necessary to bring them in line
with the group financial statements.
26. Previous year figures have been regrouped wherever necessary, to conform to the current year’s Classification.

Signatures to Schedules I to XIII

For Tech Mahindra Limited

Mr. Anand G. Mahindra Mr. Vineet Nayyar
Chairman Vice Chairman, Managing Director & CEO
Hon. Akash Paul Mr. Anupam Puri Mr. Arun Seth
Director Director Director
Mr. Bharat Doshi Mr. B. H. Wani Mr. Clive Goodwin
Director Director Director
Mr. M. Damodaran Mr. Paul Zuckerman Dr. Raj Reddy
Director Director Director
Mr. Ravindra Kulkarni Mr. Ulhas N. Yargop Mr. Vikrant Gandhe
Hyderabad, Director Director Asst. Company Secretary
Dated : April 27, 2009

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Statement pursuant to exemption received under Section 212(8) of the Companies Act, 1956 relating to subsidiary companies
Rs. in Million

Sr. Name of the Country Reporting Exchange Capital Reserves Total Total Invest- Turnover Profit Provision Profit Proposed
No. Subsidiary Company Currency Rate Assets Liabilities ment before for after Dividend
other than Taxation Taxation Taxation
invest-
ment in
Subsidiary

1 Tech Mahindra (Americas) Inc. USA USD 50.72 19.02 281.46 611.96 311.49 - 4,607.44 250.81 97.55 153.26 -

2 Tech Mahindra GmbH Germany EUR 67.43 38.77 128.85 256.26 88.64 - 794.83 37.40 0.14 37.25 -

3 Tech Mahindra (Singapore)

Pte. Limited Singapore SGD 33.31 1.67 72.81 139.52 65.05 - 340.77 19.23 4.01 15.22 -

4 Tech Mahindra (Thailand) Limited Thailand THB 1.43 7.13 4.68 15.41 3.60 - 22.32 0.95 - 0.95 -

5 Tech Mahindra Foundation India INR 1.00 0.50 361.10 361.62 0.02 - 57.90 0.25 - 0.25 -

6 PT Tech Mahindra Indonesia Indonesia USD 50.72 25.36 147.13 488.31 315.82 - 720.27 130.77 40.06 90.71 -

7 CanvasM Technologies Limited India INR 1.00 576.73 (16.59) 917.34 357.19 362.40 440.82 4.12 0.70 3.42 -

8 CanvasM (Americas) Inc. USA USD 50.72 0.01 0.84 111.85 111.00 - 424.01 (0.81) 0.19 0.99 -

9 Tech Mahindra (Malaysia) SDN. BHD Malaysia RM 13.88 4.34 1.53 26.87 20.99 - 50.19 1.01 - 1.01 -

10 Tech Mahindra (Beijing)

IT Services Ltd. China CNY 7.41 10.43 (19.42) 0.69 9.68 - 0.02 (16.20) - (16.20) -

11 Venturbay Consultants Private Limited India INR 1 0.11 (0.07) 0.05 0.01 - - (0.03) - (0.03) -

113
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NOTES

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NOTES

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India
Tech Mahindra Limited
Sharda Centre,
Off Karve Road,
Erandwane,
Pune 411 004
Tel: +91 20 6601 8100
Fax: +91 20 542 4466
Tech Mahindra Limited
Wing 1, Oberoi Estate Gardens,
Chandivali,
Andheri (E),
Mumbai 400 072
Tel: +91 22 6688 2000
Fax: +91 22 2852 8959
Tech Mahindra Limited
3rd & 4th floor, C Bldg,
Bengal Intelligent Park Ltd.,
Opp. Infinity Towers, Sector 5
Salt Lake,
Kolkata 700 091
Tel: +91 33 4002 8100
Fax: +91 33 4002 8126
Tech Mahindra Limited
A-7, Sector 64
Noida, 201 301
Tel: 0120-4096000
Tech Mahindra Limited
Wing 1 & 2, Block ‘C’,
Fourth Floor
Cyber Gateway,
Hitech City
Madhapur,
Hyderabad 500081
Tel: +91 40 4030 1300
Tech Mahindra Limited
‘A’ Block, 2nd Floor,
DLF Building,
Chandigarh Technology Park
Kishangarh,
Chandigarh
Tel: +91 172 6604444
Tech Mahindra Limited
9 / 7 Hosur Road,
Bangalore 560029
Tel: +91 80 40 24 3000
Fax: +91 80 2 553 9231
Tech Mahindra Limited
No. 58, Sterling Regency,
Sterling Road,
Nungambakkam,
INFOMEDIA 18 LIMITED
Chennai 600034
Tel: +91 44 2 825 3323
Fax: +91 44 2 825 3352
CMYK
USA
Tech Mahindra (Americas), Inc.
15 Corporate Place South,
Suite 350, Piscataway, NJ 08854
Tel: +1 732 981 1060
Fax: +1 732 981 1066
Tech Mahindra (Americas), Inc.
12600 Deerfield Parkway,
Suite 100, Alpharetta, GA 30004
Tel: + 1 678 575 7618
Fax: + 1 678 296 0469
Tech Mahindra (Americas), Inc.
2140 Lake Park Blvd.,
Richardson, TX, 75080
Tel: +1 972 991 2900
Tech Mahindra (Americas), Inc.
1270, S. Winchester Blvd,
Suite # 130,
San Jose, California
Tel: +1 408 960 5244
Canada
Tech Mahindra Limited
255 Duncan Mills Road, Suite 504
Toronto, Ontario
Canada M3B 3H9
Tel: +1 905 686 0088
UK
Tech Mahindra Limited
1st Floor, Charles Schwab Building,
401, Grafton Gate (E),
Milton Keynes MK9 1AQ.
Tel : +44 1908 553400
Fax : +44 1908 553499
Tech Mahindra Limited
7th & 8th floors,
Riverside Tower,
5 Lanyon Place, Belfast
County Andrin BT1 3BT
Tel: +44 28 90312460
Germany
Tech Mahindra GmbH
Prinzenallee 7, 40549 Düsseldorf
Tel: +49 211 52391 239
Fax: +49 211 52391 503
Belgium
Tech Mahindra Limited
Uitbreidingstraat 84/3
Antwerpen-Berchem
Belgium, B-2600
Tel: +32 3 218 20 51
UAE
Tech Mahindra Limited
PO Box 54275, Dubai
Tel +971 4 6091764/65
Egypt
Tech Mahindra Limited
Arkadia Building, Cornish El Nil,
8th floor, P.O. Box 14,
Sabtteyah 11624, Cairo
Tel : +20 2 580 6608
Fax : +20 2 580 6601
Singapore
Tech Mahindra (Singapore) Pte. Limited.
150 Kampong Ampat #01-01
KA Centre, Singapore 368324
Tel: +65 6303 8752
Fax: +65 6282 7137
Australia
Tech Mahindra Limited
Level 2, Suite 5, 64 Talavera Road
North Ryde, NSW 2113
Tel: +61 2 9888 4755
Fax: +61 2 9888 4766
New Zealand
Tech Mahindra Limited
Level 4, 369 Queen St
Auckland 1010, New Zealand.
Tel +64 9 306 8949
Fax +64 9 306 8889
Thailand
Tech Mahindra (Thailand) Limited
Level 29, The Offices at
Centralworld, 999/9 Rama I Road,
Pathumwan, Bangkok 10330.
Tel: +66 22072346
Fax: 66 22072347
Malaysia
Tech Mahindra (Malaysia) SDN. BHD.
Suite 15.1, level 15, Menara IMC
No 8 Jalan Sultan Ismail, 50250
Kuala Lumpur
Phone: +603 2073 2613
Fax: +603 2032 3945
Indonesia
PT. Tech Mahindra Indonesia,
Ariobimo Sentral, 4th fl, Suite #403,
Jl. H.R.Rasuna Said, Kav X-2 No. 5
Jakarta 12950
Tel: +62 811860617
Philippines
Tech Mahindra Limited
4th floor, New Guevent Bldg., 52 Libertad St.
Mandaluyong City 1551
Tel: +63 2 533 0696 / 533 7456
Fax: +63 2 531 0422
China
Tech Mahindra (Beijing) IT Services Limited,
Room 2925, 29/F, Block C,
Central International Trade Center,
No.6 Jianguomenwei Dajie,
Chaoyang District, Beijing, PRC, 100022
Tel: +86 10 6563 9997
CMYK